Common use of Vesting Schedule Clause in Contracts

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).

Vesting Schedule. One-third (1/3) of the shares subject to this Option shall vest twelve (12) months after the Vesting Commencement Date, and one thirty-sixth (1/36) of the shares subject to this Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document. The Holder's right actual vesting dates and vesting periods for this Option are reflected below: Total Shares Vesting in Period Vesting Frequency Period End Date <<shares1>> <<vtype1>> <<vdate1>> <<shares2>> <<vtype2>> <<vdate2>> <<shares3>> <<vtype3>> <<vdate3>> <<shares4>> <<vtype4>> <<vdate3>> <<shares5>> <<vtype5>> <<vdate3>> <<shares6>> <<vtype6>> <<vdate6>> By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to exercise comply with the terms and conditions of the Plan and this warrant Agreement will vest in Award Document and accepts as binding, conclusive and final all decisions or interpretations of the following increments Committee upon any questions relating to the Plan and/or this Award Document. MIPS TECHNOLOGIES, INC OPTIONEE By:_____________________________________________ By:_____________________________________________ Name: Date: Date: Please return one fully executed original of this Award Document to the Stock Administration Department, Attention: _________________. The copy is for your files. NOTICE OF STOCK OPTION GRANT Form for Employee Renewals Optionee: <<first>> <<middle>> <<last>> The Compensation and Nominating Committee of the Board of Directors of MIPS Technologies, Inc. (the "Increments") upon the occurrence of the specified event (collectively, the "EventsCompany"), with respect to a Licensed Product has awarded you an option (the "Option") effective as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon Date of Grant set forth below to purchase the earlier number of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) shares of the Warrant Shares upon Company's common stock (the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("INDCommon Stock") filing or March 31set forth below under the MIPS Technologies, 1998; Inc. 1998 Long-Term Incentive Plan (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License AgreementPlan"), or the License Agreement otherwise terminates prior subject to the vesting in full terms and conditions of the Plan and this Award Document, which is comprised of this Warrant Agreement pursuant to this Section, Notice of Stock Option Grant and the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License attached Stock Option Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).

Vesting Schedule. The Holder's right Subject to exercise this warrant the terms of the Stock Option Agreement will vest (including without limitation all exhibits thereto), the Option shall be eligible to become exercisable upon the achievement of performance objectives over the periods set forth in Exhibit B hereto (subject to Participant’s Continuous Service at all times during the period beginning on the Grant Date and ending on the applicable vesting date, except as otherwise set forth in the following increments (Stock Option Agreement): By his or her signature, the "Increments") upon Participant agrees to be bound by the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Stock Option Agreement and this Grant Notice. The Participant has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Stock Option Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement will similarly be reinstatedand the Plan. [The Participant agrees that as a condition to receiving the Option, except that the Increments that were unvested Participant shall comply with the Stock Retention Guidelines set forth on Exhibit C.]1 The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the date Committee upon any questions arising under the Plan or relating to the Option. PERIMETER SOLUTIONS SA PARTICIPANT By: By: Print Name: Xxxxxx Xxxxxxxx Print Name: Title: General Counsel Title: Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 Address: 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 1Included only for the executive officers who are subject to stock retention guidelines. EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Perimeter Solutions SA, a public company limited by shares duly incorporated and validly existing under the laws of the termination notice or termination will vest Grand Duchy of Luxembourg, having its registered office at 00X, xxx Xxxxxxxxx Xxxxx, L-1882 Luxembourg, Grand Duchy of Luxembourg and registered with the Registre de Commerce et des Sociétés, Luxembourg (Luxembourg Trade and Companies Register) under number B 256.548 (the “Company”), has granted to the Participant an option (the “Option”)1 under the Company’s 2021 Equity Incentive Plan (the “Plan”) to receive the number of Shares indicated in the Grant Notice upon the earlier of terms and conditions set forth in the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, Plan and this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence terms and conditions of the specified event (collectivelyPlan, this Grant Notice and the Restricted Stock Award Agreement, and subject to Participant’s continued service through each applicable vesting date, the "Events"), with respect to a Licensed Product Restrictions shall lapse and the Earned Shares (as defined in Exhibit B) shall vest as set forth below, assuming the License Agreement)Performance Conditions set forth on Exhibit B to this Grant Notice are satisfied: • % of the Shares shall vest on , or 20 ; • % of the specified date: (a) twenty-five percent (25%Shares shall vest on , 20 ; and • % of the Shares shall vest on , 20 ; provided, however, that the Earned Shares shall be subject to accelerated vesting as set forth in Section 2.2(c) of the Warrant Shares upon Restricted Stock Agreement. By his or her signature, Participant agrees to be bound by the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) terms and conditions of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Restricted Stock Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Company or the Holder Cancels the License Consent of Spouse attached to this Grant Notice as Exhibit C. XXXXXXX XXXX HOMES: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: 4695 MacArthur Court Address: 8th Floor Newport Beach, CA 92660 Attachments: Restricted Stock Award Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue (Exhibit A) Performance Conditions (Exhibit B) Consent of Spouse (Exhibit C) Assignment Separate from Certificate (Exhibit D) Joint Escrow Instructions (Exhibit E) Form of Internal Revenue Code Section 83(b) Election and Instructions (Exhibit F) • Election under Internal Revenue Code Section 83(b) (Attachment 1 to be exercisable, Exhibit F) • Sample Cover Letter to Internal Revenue Service (Attachment 2 to Exhibit F) EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE XXXXXXX XXXX HOMES RESTRICTED STOCK AWARD AGREEMENT Pursuant to the extent Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Xxxxxxx Xxxx Homes, a Delaware corporation (the “Company”), has granted to Participant the right to purchase the number of any then unexercised portion of Shares under the vested IncrementsXxxxxxx Xxxx Homes 2012 Equity Incentive Plan, until as amended from time to time (the Expiration Date (“Plan”), as defined set forth in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the date indicated below provided that Optionee remains employed by the Company on such date: =============================================== Vesting Schedule A =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 450,000 (100%) February 13, 2009 =============================================== Notwithstanding the foregoing, upon the closing (the "Closing") of the Securities Purchase Agreement (the "Securities Purchase Agreement") by and among Patriot American Hospitality, Inc., Wyndham International, Inc., Patriot American Hospitality Partnership, L.P. and the Investors named therein dated as of February 28, 1999, as amended from time to time, the foregoing vesting schedule shall not apply and except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the dates indicated below provided that Optionee remains employed by the Company on such dates: =============================================== Vesting Schedule B =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 90,000 (20%) 1 year after Date of Grant ----------------------------------------------- 90,000 (20%) 2 years after Date of Grant ----------------------------------------------- 90,000 (20%) 3 years after Date of Grant ----------------------------------------------- 90,000 (20%) 4 years after Date of Grant ----------------------------------------------- 90,000 (20%) 5 years after Date of Grant =============================================== In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months of such Change in Control, the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement)), any unvested portions of this Option shall fully vest and become exercisable. Notwithstanding the foregoing, the purchase of securities by the Investors pursuant to the Securities Purchase Agreement shall not be deemed to be a Change in Control. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Paired Shares.

Vesting Schedule. The Holder's right PRSUs shall vest on the third anniversary of the Grant Date in such amounts as are set forth in Exhibit A (the date on which PRSUs are eligible to exercise vest being referred to herein as the “Vesting Date”). Your signature below, which will be accomplished through electronic means approved by the Company, indicates your agreement and understanding that the PRSUs are subject to all of the terms and conditions contained in this warrant Agreement, including the Grant Notice, the Performance Restricted Stock Unit Agreement will vest attached as Exhibit A to this Grant Notice and the Stock Incentive Plan. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE PRSUS. COACH, INC. _____________________________ Sxxxx Xxxx Global Human Resources Officer EMPLOYEE NAME ______________________________ Amended and Restated Coach, Inc. 2010 Stock Incentive Plan Performance Restricted Stock Unit Award Agreement NY\6518985.4 An award (“Award”) for Performance Restricted Stock Units (“PRSUs”), representing a number of shares of Coach, Inc. common stock (“Common Stock”) as noted in the following increments 2014 Performance Restricted Stock Unit Grant Notice (the "Increments"“Grant Notice”) upon of Coach, Inc., a Maryland Corporation (the occurrence “Company”) to which this Performance Restricted Stock Unit Award Agreement (this “Agreement”) is attached as an exhibit, is hereby granted to the Holder (“you”) on the date set forth in the Grant Notice, subject to the terms and conditions of this Agreement. The PRSUs are also subject to the terms, definitions and provisions of the specified event Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (collectivelyas amended, restated or otherwise modified from time to time, the "Events"), with respect to a Licensed Product (as defined in “Stock Incentive Plan”) adopted by the License Agreement), or the specified date: (a) twenty-five percent (25%) Board of Directors of the Warrant Shares upon Company (the earlier of demonstration of efficacy “Board”) and approved by the Company’s shareholders, which is incorporated in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of this Agreement. To the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of extent inconsistent with this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as terms of the date Stock Incentive Plan shall govern. Terms not defined herein shall have the meanings as set forth in the Stock Incentive Plan. The Human Resources Committee of the termination notice or termination will vest upon Board (the earlier “Committee”) has the discretionary authority to construe and interpret the Stock Incentive Plan and this Agreement. All decisions of the respective Events Committee upon any question arising under the Stock Incentive Plan or such respective dates as under this Agreement shall be final and binding on all parties. The Award and the PRSUs issued thereunder are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, subject to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).following terms and conditions:

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence As of the specified event (collectivelyGrant Date, % of the "Events"), with respect Restricted Shares shall not be subject to a Licensed Product the Restrictions (as defined in the License Restricted Stock Agreement). As of the Grant Date, % of the Restricted Shares shall be subject to the Restrictions. Subject to the terms and conditions of the Plan, this Grant Notice and the Restricted Stock Agreement, the Restrictions shall lapse as to: (i) % of the Restricted Shares on January 31, 200 , (ii) % of the Restricted Shares on January 31, 200 , (iii) % of the Restricted Shares on January 31, 200 , and (iv) % of the Restricted Shares on January 31, 200 . In no event, however, shall the Restrictions lapse as to any additional Restricted Shares after Employee’s Termination of Employment. By his or her signature and the Company’s signature below, Xxxxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Employee has reviewed the Plan, the Restricted Stock Agreement, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Restricted Stock Agreement and this Grant Notice. Employee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, the Restricted Stock Agreement or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999Grant Notice. If either Employee is married, his or her spouse has signed the Company or the Holder provides notice that it intends Consent of Spouse attached to terminate the License this Grant Notice as Exhibit “E”. SAFEWAY INC.: EMPLOYEE: By: By: Print Name: Title: Address: 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Address: 0000 Xxxxxxxxxx Xxxx Xxxx Xxxxxxxxxx, XX 00000 Attachments: Restricted Stock Agreement (Exhibit A) Stockholders’ Agreement (Exhibit B) Assignment Separation from Certificate (Exhibit C) Joint Escrow Instructions (Exhibit D) Consent of Spouse (Exhibit E) Form of Internal Revenue Code Section 83(b) Election and does not voluntarily revoke that notice of termination by written notice Instructions (Exhibit F) - Election under Internal Revenue Code Section 83(b) (Attachment 1 to Exhibit F) - Sample Cover Letter to Internal Revenue Service (Attachment 2 to Exhibit F) EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (the other party“Agreement”), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, effective as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Grant Date (as defined the “Grant Date”) set forth in Section 3 of this Warrant Agreementthe Restricted Stock Award Grant Notice (the “Grant Notice”)., is made by and between Safeway Inc., a Delaware corporation (the “Company”), and Employee:

Vesting Schedule. The Holder's right Subject to exercise Participant being a Service Provider (as defined below in Section 3 of Exhibit A) on each vesting date, the requirements of Section 2 of this warrant Award Agreement will vest and any acceleration provisions contained in the Plan or set forth below, the Option may be exercised, in whole or in part, in accordance with the following increments (schedule: Date Number of Shares of Stock <One year from grant date> <25% of shares granted> The <Day> calendar day of each month from <1 year and 1 month from grant date> to <4 years from grant date>, inclusive 1/36th of <75% of shares granted> Shares, rounded down to the "Increments") upon nearest whole Share inclusive of any prior remaining fractions Termination Period: The Option, to the occurrence extent vested in accordance with the above schedule or pursuant to any vesting acceleration provision as of the specified event date Participant ceases to be a Service Provider, will be exercisable for ninety (collectively90) days after Participant ceases to be a Service Provider, the "Events"unless such termination of Service (as defined below in Section 3 of Exhibit A) is due to Participant’s death or Disability (as defined below in Section 3 of Exhibit A), with respect in which case the Option will be exercisable for six (6) months after Participant ceases to a Licensed Product be Service Provider. Provided, however, in no event may the Option be exercised after the Term/Expiration Date as provided above and may be subject to earlier termination as provided in Sections 14 or 15 of the Plan. Notwithstanding the foregoing, if the Company terminates Participant’s Service for Cause (as defined in the License Agreementbelow in Section 3 of Exhibit A), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Option, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31whether not vested, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; shall be immediately terminated and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does may not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, be exercised effective as of the date of such termination notice or termination, this Warrant Agreement will Participant ceases to be null a Service Provider. By Participant’s signature and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination the signature of the License Agreement Company’s representative below, Participant and the Company agree that the Option is granted under Section 12 and governed by the terms and conditions of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Plan and this Award Agreement, including the Warrant Agreement will similarly be reinstatedTerms and Conditions of Stock Option Grant, except that the Increments that were unvested attached hereto as Exhibit A, all of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as which are reasonably agreed to by the parties or determined as made a part of this document. Participant has reviewed the arbitration)Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. If Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company or upon any change in the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsresidence address indicated below. o O o PARTICIPANT: THESTREET, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).INC. Signature By Print Name Title Residence Address: EXHIBIT A TERMS AND CONDITIONS OF STOCK OPTION GRANT

Vesting Schedule. The Holder's right If CEPS are less than $____, no Shares shall vest; If CEPS are at least $____, ______ Shares shall vest plus an additional _______ Shares for every one cent increase in CEPS over $____ up to exercise this warrant Agreement will but not including $____ in CEPS; If CEPS are $____, all Shares granted shall vest; and if CEPS are over $____, all Shares granted shall vest and an additional grant of ________ Shares for every one cent increase in CEPS up to and including $_____ in CEPS shall be made, without restrictions as to vesting. Vesting of Shares of Restricted Stock pursuant to the following increments foregoing schedule shall occur on _________ (the "IncrementsVesting Date") upon the occurrence ). THESE SHARES OF RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A AND THE PLAN. [The Participant, in consideration of this grant of Restricted Stock, by affixing his signature hereto, specifically waives any rights he may have under Section 3.2, Change in Control, of the specified event (collectivelyPlan, as it was in effect prior to July 20, 2006, and hereby consents to use of the definition of Change in Control as amended on July 20, 2006, in connection with any prior grants made pursuant to the Plan and still outstanding on the date hereto.] Further terms and conditions of the Award are set forth in Annex A hereto, which is an integral part of this Performance Stock Agreement. All terms, provisions and conditions applicable to the Award set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with the Plan, the "Events"), with respect to Plan will govern. The Participant hereby acknowledges receipt of a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) copy of this Performance Stock Agreement including Annex A hereto and a copy of the Warrant Shares upon Plan and agrees to be bound by all the earlier terms and provisions hereof and thereof. IDACORP, Inc. By:______________________________ Agreed: ___________________________ Attachment: Annex A ANNEX A TO IDACORP, INC. RESTRICTED STOCK PLAN PERFORMANCE STOCK AGREEMENT It is understood and agreed that the Award of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of Restricted Stock evidenced by the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends Performance Stock Agreement to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice which this is annexed is subject to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null following additional terms and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).conditions:

Vesting Schedule. The Holder's right to This Option shall vest ratably on a semiannual basis and become exercisable over 4 years (and the Shares issued upon exercise this warrant Agreement will vest in shall be vested) provided the following increments (the "Increments") upon the occurrence Participant is an Employee, director or Consultant of the specified event (collectivelyCompany or of an Affiliate on the applicable vesting date, the "Events"), with respect to a Licensed Product (except as defined otherwise set forth in the License Agreement), or the specified date: (a) twenty-five percent (25%Section 3(b) of the Warrant Stock Option Agreement. Exhibit B NOTICE OF EXERCISE OF STOCK OPTION [Form for Shares upon registered in the earlier United States] To: Akari Therapeutics, Plc IMPORTANT NOTICE: This form of demonstration Notice of efficacy in Exercise may only be used at such time as the Company has filed a pre-clinical animal model Registration Statement with the Securities and Exchange Commission under which the issuance of cardiac ischemia or December 31, 1997; the Shares for which this exercise is being made is registered and such Registration Statement remains effective. Ladies and Gentlemen: I hereby exercise my Stock Option to purchase ________ shares (b) twenty-five percent (25%the “Shares”) of the Warrant Shares upon ordinary shares, $0.0001 par value per share, of Akari Therapeutics, Plc (the earlier “Company”), at the exercise price of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party)$________ per share, pursuant to Section 12 and subject to the terms of the License Stock Option Agreement dated ___________, 20___. I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. I am paying the option exercise price for the Shares as follows: ____________________________________________________________ Please issue the Shares ("Cancels the License Agreement"), check one): ¨ to me; or the License Agreement otherwise terminates prior ¨ to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest andme and _________________________, as joint tenants with right of survivorship, at the date of such termination notice or terminationfollowing address: _________________________________________ _________________________________________ _________________________________________ My mailing address for shareholder communications, this Warrant Agreement will be null and void with respect to such unvested Increments if different from the address listed above, is: _________________________________________ _________________________________________ _________________________________________ Very truly yours, Participant (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDEDsignature) Print Name Date Exhibit C AKARI THERAPEUTICS, HOWEVERPLC 2014 EQUITY INCENTIVE PLAN (See attached) AKARI THERAPEUTICS, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date PLC 2014 EQUITY INCENTIVE PLAN (as defined in Section 3 of this Warrant Agreementat May 2022, incorporating amendments to 30 June 2021).

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will Sections 2(b), 2(c) and 5 of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall vest in and become exercisable according to the following increments (the "Increments") upon the occurrence schedule: one-third of the specified event RSUs (collectively, rounding down to the "Events"), nearest whole number of shares with respect to a Licensed Product (as defined in the License Agreement), or the specified first vesting date: (a) twenty-five percent (25%) will vest on each of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31first, 1997; (b) twenty-five percent (25%) second and third anniversaries of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31Vesting Commencement Date, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either so long as you remain continuously employed by the Company or an Affiliate from the Holder provides notice that it intends Date of Grant through each such vesting date. By your signature below, you agree to terminate be bound by the License Agreement (terms and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 conditions of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Agreement and this Restricted Stock Unit Grant Notice (this “Grant Notice”). You acknowledge that you have reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as Plan and this Grant Notice in their entirety and fully understand all provisions of the date Agreement, the Plan and this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the termination notice Committee regarding any questions or termination will vest upon determinations that arise under the earlier Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitrationsame agreement. IN ORDER TO RECEIVE THE BENEFITS OF THIS GRANT NOTICE AND THE AGREEMENT, AND FOR THIS AWARD OF RSUs TO BE EFFECTIVE, YOU MUST EXECUTE THIS GRANT NOTICE (THE “ACCEPTANCE REQUIREMENTS”). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsIF YOU FAIL TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 45 DAYS FOLLOWING THE DATE OF GRANT, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date THEN: (as defined in Section 3 of this Warrant Agreement)1) THIS AGREEMENT WILL BE OF NO FORCE OR EFFECT AND THE RSUs GRANTED HEREIN WILL BE AUTOMATICALLY FORFEITED TO THE COMPANY WITHOUT CONSIDERATION; AND (2) NEITHER YOU NOR THE COMPANY WILL HAVE ANY FUTURE RIGHTS OR OBLIGATIONS UNDER THIS GRANT NOTICE OR THE AGREEMENT.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments One-third (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%1/3) of the Warrant Shares upon granted hereunder shall be released from the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) Forfeiture Restriction on each of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application first three ("IND"3) filing or March 31, 1998; (c) twenty-five percent (25%) anniversaries of the Warrant Shares upon Grant Date, provided that the earlier of initiation of Participant continues to be a Phase I Non-Employee Director or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) employee of the Warrant Shares upon Company on each such date. By his or her signature, Participant agrees to be bound by the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (terms and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 conditions of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Restricted Stock Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. INNOVATIVE INDUSTRIAL PROPERTIES, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: CONSENT OF SPOUSE I, ____________________, spouse of______________, have read and approve this Grant Notice, and the attached Restricted Stock Agreement. In consideration of issuing to my spouse the shares of the Class A common stock of Innovative Industrial Properties, Inc. set forth in this Grant Notice, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under this Grant Notice and agree to be reinstatedbound by the provisions of this Grant Notice insofar as I may have any rights in said Grant Notice or any shares of the Class A common stock of Innovative Industrial Properties, except that Inc. issued pursuant thereto under the Increments that were unvested community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the termination notice or termination will vest upon the earlier signing of the respective Events or such respective dates as are reasonably agreed foregoing Grant Notice. Dated: _______________, 20__ Signature of Spouse EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to by the parties or determined as Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Innovative Industrial Properties, Inc., a part Maryland corporation (the “Company”), has granted to Participant the number of shares of Class A common stock of the arbitration)Company (the “Stock”) under the Company’s 2016 Omnibus Incentive Plan (the “Plan”) indicated in the Grant Notice. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, The Shares are subject to the extent of any then unexercised portion terms and conditions of the vested Increments, until Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the Expiration Date (as defined meanings specified in Section 3 of this Warrant Agreement)the Plan and the Grant Notice.

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the date indicated below provided that Optionee remains employed by the Company on such date: ============================================================ Vesting Schedule A ============================================================ Number of Paired Shares Exercisable Vesting Date ------------------------------------------------------------ 400,000 (100%) February 13, 2009 ============================================================ Notwithstanding the foregoing, upon the closing (the "Closing") of the Securities Purchase Agreement (the "Securities Purchase Agreement") by and among Patriot American Hospitality, Inc., Wyndham International, Inc., Patriot American Hospitality Partnership, L.P. and the Investors named therein dated as of February 28, 1999, as amended from time to time, the foregoing vesting schedule shall not apply and except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the dates indicated below provided that Optionee remains employed by the Company on such dates: ============================================================= Vesting Schedule B ============================================================= Number of Paired Shares Exercisable Vesting Date ------------------------------------------------------------- 80,000 (20%) 1 year after Date of Grant ------------------------------------------------------------- 80,000 (20%) 2 years after Date of Grant ------------------------------------------------------------- 80,000 (20%) 3 years after Date of Grant ------------------------------------------------------------- 80,000 (20%) 4 years after Date of Grant ------------------------------------------------------------- 80,000 (20%) 5 years after Date of Grant ------------------------------------------------------------- In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months of such Change in Control, the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement)), any unvested portions of this Option shall fully vest and become exercisable. Notwithstanding the foregoing, the purchase of securities by the Investors pursuant to the Securities Purchase Agreement shall not be deemed to be a Change in Control. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Paired Shares.

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence terms of the specified event (collectivelyAgreement, the "Events")RSUs shall vest [____], with respect provided that the Participant does not experience a Termination of Service prior to each such vesting date. For clarity, in addition to the foregoing, if a Licensed Product Change in Control occurs, the RSUs shall be subject to accelerated vesting as provided in Section 11.2(d)(ii) and (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%iii) of the Warrant Shares upon Plan. By his or her signature below, Participant agrees to be bound by the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) terms and conditions of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions and/or interpretations of the date of Administrator upon any questions arising under the termination notice Plan or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, relating to the extent Award. SeaSpine HOLDINGS CORPORATION PARTICIPANT By: __________________________ By: __________________________ Print Name: __________________________ Print Name: __________________________ Title: __________________________ Address: __________________________ Address: 0000 Xxxxxx Dr. __________________________ Carlsbad, CA 92008 Email: __________________________ EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, SeaSpine Holdings Corporation, a Delaware corporation (the “Company”), has granted to Participant the number of any then unexercised portion of Restricted Stock Units under the vested Increments, until the Expiration Date Company’s 2020 Employment Inducement Incentive Award Plan (as defined amended from time to time, the “Plan”) indicated in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The Holder's Subject to all of the terms and conditions set forth in this Agreement and the Plan, your right to exercise purchase Shares under this warrant Agreement will Option shall vest as follows: 1/3 of the Shares on each of the 1/st/, 2/nd/ and 3/rd/ Anniversaries of the Option Grant Date. No Shares shall vest in any event after your employment with the following increments Company and all Subsidiaries (the "IncrementsService") upon has Terminated for any reason. By signing the occurrence cover sheet of this Agreement, you agree to all of the specified terms and conditions described in this Agreement and in the Plan. Optionee: /s/ Xxxxxxxx X. Xxxxxxx ------------------------------------------------ Xxxxxxxx X. Xxxxxxx Company: By: /s/ Xxxxxx X. Xxxxx, Xx. --------------------------------------------- Xxxxxx X. Xxxxx, Xx., Senior Vice President DOMINION HOMES, INC. STOCK OPTION AGREEMENT (Employees' Nonqualified Stock Option) ------------------------------------ The Plan and Other Agreements The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event (collectivelythat any provision in this Agreement conflicts with any term in the Plan, the "Events"), term in the Plan shall be deemed controlling. Certain capitalized terms used in this Agreement are defined in the Plan. Nonqualified Stock Option This Option is not intended to qualify as an Incentive Stock Option under section 422 of the Code and shall be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to a Licensed Product the vested portion of this Option. This Option will vest according to the Vesting Schedule on the cover sheet. Term This Option will expire in any event at the close of business at Company headquarters on the day before the ten (10) year anniversary of the Option Grant Date, as defined shown on the cover sheet. This Option will expire earlier if you Terminate, as described below. Regular Termination If you Terminate for any reason, other than because of your death, Disability or Retirement or because you were Terminated for Cause, then this Option will expire at the close of business at the Company's headquarters on the ninetieth (90/th/) day after your Termination (or, if earlier, the expiration date specified in the License Agreementcover sheet). This Option will not continue to vest during such ninety (90) day period but you may exercise any Shares which were vested as of your Termination during such ninety (90) day period. Terminated for Cause If you are Terminated for Cause, or as determined by the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy Committee in a pre-clinical animal model of cardiac ischemia or December 31its sole discretion, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; then this Option will immediately expire and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant you will immediately forfeit all rights to this SectionOption. Death If you Terminate because of your death, then this Option will expire at the then unvested Increments will not vest and, as close of business at the Company's headquarters on the date twelve (12) months after the date of such termination notice death (or, if earlier, the expiration date specified in the cover sheet). Your estate or terminationheirs may exercise this Option at any time during this period. Disability If you Terminate because of your Disability, this Warrant Agreement Option will be null and void with respect to such unvested Increments expire at the close of business at Company headquarters on the date twelve (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED12) months after your Termination (or, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreementearlier, the Warrant Agreement will similarly be reinstated, except that expiration date specified in the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreementcover sheet).

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Units will vest in accordance with the following increments (the "Increments") upon the occurrence schedule: 100% of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined Restricted Stock Units will vest in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon full on the earlier of demonstration of efficacy in a pre(i) the one-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) year anniversary of the Warrant Shares upon Date of Grant or (ii) on the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) date of the Warrant Shares upon next annual meeting of stockholders of the earlier Company held after the Date of initiation Grant, in each case, subject to the Participant’s continued service on the Board through the applicable vesting date. Notwithstanding anything to the contrary herein, in the event of a Phase I or a Phase I/II clinical trial or June 30Change in Control, 1998; and (d) twenty-five percent (25%) 100% of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not Restricted Stock Units shall fully vest and, as of the date of such termination notice or terminationChange in Control, this Warrant Agreement will be null and void with respect subject to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of Participant’s continued service on the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or Board through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of such Change in Control. In the termination notice event Participant ceases to be a Service Provider for any or termination no reason before Participant vests in the Restricted Stock Units (or a portion thereof), the unvested Restricted Stock Units (or the unvested portion thereof) and Participant’s right to acquire any Shares hereunder will vest upon immediately terminate. #93423214v2 If Participant does not wish to accept this Award Agreement and the earlier Restricted Stock Units granted hereunder, Participant must inform the Company in writing (by writing to xxxxxxxxxx@xxxxxxxxxxx.xxx) within forty-five (45) days after the Date of Grant, in which case the Company will cancel this Award and the Restricted Stock Units granted hereunder will be immediately forfeited and canceled in their entirety without any payment or consideration being due from the Company. If, during such period, Participant does not inform the Company in writing of his or her refusal to accept this Award of Restricted Stock Units, then Participant will be deemed to have accepted this Award of Restricted Stock Units and, by accepting, to: • agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the respective Events or such respective dates Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are reasonably agreed to by the parties or determined as made a part of this document; • acknowledge receipt of a copy of the arbitration). If Plan; • acknowledge that Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement; • agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and the Award Agreement; and • agree to notify the Company upon any change in his or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).her residence address. #93423214v2 Exhibit 10.1 EXHIBIT A

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%____) of the Warrant Shares upon granted hereunder shall be released from the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) Forfeiture Restriction on each of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application first ____ ("IND"__) filing or March 31, 1998; (c) twenty-five percent (25%) anniversaries of the Warrant Shares upon Grant Date, provided that the earlier Participant continues to an employee of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or a Non-Employee Director on each such date. By his or her signature, Participant agrees to be bound by the Holder provides notice that it intends to terminate the License Agreement (terms and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 conditions of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Restricted Stock Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. INNOVATIVE INDUSTRIAL PROPERTIES, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: Address: CONSENT OF SPOUSE I, ____________________, spouse of______________, have read and approve this Grant Notice, and the attached Restricted Stock Agreement. In consideration of issuing to my spouse the shares of the Class A common stock of Innovative Industrial Properties, Inc. set forth in this Grant Notice, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under this Grant Notice and agree to be reinstatedbound by the provisions of this Grant Notice insofar as I may have any rights in said Grant Notice or any shares of the Class A common stock of Innovative Industrial Properties, except that Inc. issued pursuant thereto under the Increments that were unvested community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the termination notice or termination will vest upon the earlier signing of the respective Events or such respective dates as are reasonably agreed foregoing Grant Notice. Dated: _______________, 20__ Signature of Spouse EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to by the parties or determined as Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Innovative Industrial Properties, Inc., a part Maryland corporation (the “Company”), has granted to Participant the number of shares of Class A common stock of the arbitration)Company (the “Stock”) under the Company’s 2016 Omnibus Incentive Plan (the “Plan”) indicated in the Grant Notice. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, The Shares are subject to the extent of any then unexercised portion terms and conditions of the vested Increments, until Plan which are incorporated herein by reference. Capitalized terms not specifically defined herein shall have the Expiration Date (as defined meanings specified in Section 3 of this Warrant Agreement).the Plan and the Grant Notice. ARTICLE I

Vesting Schedule. The Holder's Subject to any acceleration provisions contained in the Plan or set forth below, the Shares of Restricted Stock will vest and the Company’s right to exercise this warrant Agreement reacquire the Restricted Stock will vest lapse in accordance with the following vesting schedule, subject to Participant continuing to be a Service Provider on such dates: [INSERT VESTING SCHEDULE] In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the following increments (the "Increments") upon the occurrence Shares of the specified event (collectivelyRestricted Stock, the "Events"), with respect Restricted Stock will be forfeited and automatically transferred to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either reacquired by the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice at no cost to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of Company upon the date of such termination notice or termination, this Warrant Agreement and Participant will be null and void with respect to such unvested Increments have no further rights thereunder. Unless Participant contacts xxxxxxxx@xxxxxxxxxxxx.xxx within ten (notwithstanding any notice period or period staying termination 10) trading days following notification of the License Agreement under Section 12 grant of the License Award (by electronic means or otherwise) and rejects the Award of Shares of Restricted Stock and this Award Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant Participant shall be deemed to Section 12 have (1) acknowledged receipt of a copy of the License Plan, (2) represented that he or she is familiar with the terms and provisions thereof, and (3) accepted this Award of Shares of Restricted Stock and Award Agreement subject to all of the terms and provisions hereof including those set forth in this paragraph, (4) reviewed the Plan and this Award Agreement in their entirety, (5) had an opportunity to obtain the advice of counsel prior to rejecting or accepting this Award and the Award Agreement, the Warrant Agreement will similarly be reinstated(6) fully understood all provisions of this Award Agreement, except that the Increments that were unvested (7) agreed to accept as binding, conclusive and 4811-0197-3714.1 final all decisions or interpretations of the date of Administrator upon any questions arising under the termination notice Plan or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably this Award Agreement, and (8) agreed to by the parties or determined as a part of the arbitration). If notify the Company upon any change in the residence address, as indicated below or as otherwise on file with the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).Company. PARTICIPANT SVMK INC. SignatureBy «Name» _____________ Print NamePrint Name ____________Title Address: «Address» SVMK INC. 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

Vesting Schedule. Subject to all terms of the Agreement, the Stock Units under this Award shall incrementally vest as to [PROPORTION] of the total number of Stock Units covered by this Award, as shown above, on each of the first [NUMBER] anniversaries of the Vesting Calculation Date, subject in all cases to your continued Service. The Holder's right resulting aggregate number of vested Stock Units will in each case be rounded down to exercise this warrant Agreement will the nearest whole number. The Stock Units may also vest on accelerated basis as described in the following increments (Vesting section below in the "Increments") upon the occurrence Agreement. Upon termination of your Service for any reason, no further vesting shall occur and any then unvested Stock Units shall be forfeited without consideration and you shall cease to have any right or entitlement to receive any Shares under such canceled Stock Units. By signing this cover sheet, you agree to all of the specified event terms and conditions described in the Agreement and in the Plan and the Plan’s prospectus. You are also acknowledging receipt of this Agreement and a copy of the Plan and the Plan’s prospectus. Participant: _______________________________________________________________________________ (collectivelySignature) Company: _______________________________________________________________________________ (Signature) Name: _______________________________________________________________________________ Title: _______________________________________________________________________________ ATTACHMENT SPY INC. 2004 STOCK INCENTIVE PLAN STOCK UNIT AGREEMENT The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Unless otherwise defined in this Agreement or the attached cover sheet, the "Events"), with respect to a Licensed Product (as certain capitalized terms used in this Agreement are defined in the License Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award of Stock Units. Any prior agreements, commitments or negotiations concerning this Award are superseded. Should any provision of this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Award of Stock Units The Company awards you the number of Stock Units shown on the cover sheet of this Agreement), or . The Award is subject to the specified date: (a) twenty-five percent (25%terms and conditions of this Agreement and the Plan. Vesting The Stock Units subject to this Award shall become vested pursuant to the Vesting Schedule described in the cover sheet of this Agreement and under Section 10(c) of the Warrant Shares upon Plan. Only vested Stock Units shall be eligible for settlement. Settlement To the earlier extent a Stock Unit and Dividend Equivalents (defined in the section below) becomes vested and subject to your satisfaction of demonstration any tax withholding obligations as discussed below, each vested Stock Unit and each vested Dividend Equivalent will entitle you to receive one Share which will be distributed to you on the earliest to occur of: (i) within thirty (30) days after vesting of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997the Stock Units; (bii) twentywithin ten (10) days after the date of termination of your Service; or (iii) the consummation of a Change in Control. Issuance of Shares shall be in complete satisfaction of such vested Stock Units and Dividend Equivalents. Such settled Stock Units and Dividend Equivalents shall be immediately canceled and no longer outstanding and you shall have no further rights or entitlements related to those settled Stock Units and Dividend Equivalents. Dividend Equivalents If the Company declares and pays a dividend on the Shares, you shall be credited with dividend equivalents equal to the dividends you would have received if you had been the owner of a number of Shares (as opposed to Stock Units) on such dividend payment date (the “Dividend Equivalents”). Any Dividend Equivalents deriving from a cash dividend shall be converted into additional Stock Units based on the Fair Market Value of Common Stock on the dividend payment date, rounded down to the nearest full Share. Any Dividend Equivalents deriving from a dividend of Shares shall be converted into additional Stock Units on a one-five percent for-one basis. You shall continue to be credited with Xxxxxxxx Equivalents until the settlement date (25%as described in the preceding Settlement section). The Dividend Equivalents so credited shall be subject to the same terms and conditions as this Award, and they shall vest (or, if applicable, be forfeited) and be settled, without interest thereon, in the same manner and at the same time as this Award, as if they had been granted at the same time as such Award. Any Dividend Equivalents so credited which do not vest shall be forfeited and retained, without consideration, by the Company. Your rights to Dividend Equivalents shall cease upon forfeiture or settlement of the Warrant Shares upon Stock Units. No Assignment Stock Units shall not be sold, anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process, whether voluntarily, involuntarily or by operation of law. However, this shall not preclude a transfer of vested Stock Units by will or by the earlier laws of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; descent and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999distribution. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party)In addition, pursuant to Section 12 Company procedures, you may designate a beneficiary who will receive any outstanding vested Stock Units in the event of your death. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any way. Leaves of Absence For purposes of this Award, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company (or its Parent, Subsidiary or Affiliate) in writing, if the terms of the License Agreement leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends, unless you immediately return to active work. The Company determines which leaves count for this purpose ("Cancels along with determining the License Agreement"effect of a leave of absence on vesting of the Award), or and when your Service terminates for all purposes under the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Plan.

Vesting Schedule. The Holder's right to exercise this warrant Except as otherwise provided in the Plan, the Agreement will or any other agreement between the Company, any of its Subsidiaries or the Manager and you in effect on the Grant Date, the Award shall vest in three equal annual installments, commencing on the following increments one-year anniversary of the Grant Date (each, a “Vesting Date”); provided that you are, and have been, continuously (except for any absence for vacation, leave, etc. in accordance with the policies of the Company, the Manager or the Manager’s Affiliates, as applicable): (x) employed by the Company, the Manager or any of its Affiliates; (y) serving as a Non-Employee Director or (z) providing services to the Company, the Manager or any of its Affiliates as a consultant, in each case, from the date of this Agreement through and including each applicable Vesting Date. ANGEL OAK MORTGAGE, INC. By: Name: Title: Acknowledgment, Acceptance and Agreement: By signing below and returning this Award Notice to Angel Oak Mortgage, Inc. or electronically accepting it on the Company’s third-party stock plan administrator’s platform, I hereby acknowledge receipt of the Agreement and the Plan, accept the Award granted to me and agree to be bound by the terms and conditions of this Award Notice, the Agreement and the Plan. Holder Date ANGEL OAK MORTGAGE, INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT Angel Oak Mortgage, Inc., a corporation organized under the laws of the State of Maryland (the "Increments"“Company”), hereby grants to the individual (the “Holder”) upon named in the occurrence award notice attached hereto (the “Award Notice”) as of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined date set forth in the License Agreement), or Award Notice (the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party“Grant Date”), pursuant to Section 12 the provisions of the License Agreement Angel Oak Mortgage, Inc. 2021 Equity Incentive Plan ("Cancels the License Agreement"“Plan”), or a restricted stock award (the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void “Award”) with respect to such unvested Increments (notwithstanding any notice period or period staying termination the number of shares of the License Agreement under Section 12 of Company’s Common Stock, par value $0.01 per share (the License “Shares”) set forth in the Award Notice, upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration”). If Capitalized terms not defined herein shall have the Company or meanings specified in the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Plan.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest Except as provided in the following increments (Award Agreement and provided that the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product Participant’s Service (as defined in Section 3.1 of the License Award Agreement)) has not terminated prior to the relevant date, or the specified dateRestricted Stock Units shall vest in accordance with the following schedule: (a) twenty-five percent (25%) of the Warrant Shares upon total number of Restricted Stock Units set forth in this Grant Notice shall vest on each of the earlier first four (4) anniversaries of demonstration of efficacy the Grant Date. By his or her signature below or by electronic acceptance or authentication in a pre-clinical animal model of cardiac ischemia or December 31form authorized by the Company, 1997; (b) twenty-five percent (25%) the Participant agrees to be bound by the terms and conditions of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest andAward Agreement, as of including the date of such termination notice or terminationAppendix, and this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of Grant Notice. The Participant has reviewed the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Award Agreement, the Warrant Agreement will similarly be reinstatedAppendix, except that the Increments that were unvested Plan, and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of this Grant Notice, the Award Agreement, the Appendix, and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the date Committee upon any questions arising under the Plan or relating to the Restricted Stock Units. SILICON LABORATORIES INC. PARTICIPANT By: /s/ Xxxxxx X. Xxxxxx By: [Electronic Signature] Print Name: Xxxxxx X. Xxxxxx Date: [Accept Date] Title: Chief Executive Officer Address: 000 X Xxxxx Xxxxxx Austin, TX 78701 SILICON LABORATORIES INC. 2009 STOCK INCENTIVE PLAN GLOBAL RESTRICTED STOCK UNITS AWARD AGREEMENT Silicon Laboratories Inc. (the “Company”) has granted to the Participant named in the Restricted Stock Units Grant Notice (the “Grant Notice”) to which this Global Restricted Stock Units Award Agreement (this “Award Agreement”) is attached an Award consisting of Restricted Stock Units subject to the termination notice or termination will vest upon terms and conditions set forth in the earlier of Grant Notice and this Award Agreement, including any country-specific terms and conditions set forth in an appendix to such agreement (the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration“Appendix”). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, The Award has been granted pursuant to the extent Silicon Laboratories Inc. 2009 Stock Incentive Plan, as amended and restated (the “Plan”), as amended to the Grant Date, the provisions of any then unexercised portion of which are incorporated herein by reference. Unless otherwise defined herein or in the vested IncrementsGrant Notice, until capitalized terms shall have the Expiration Date (as defined in Section 3 of this Warrant Agreement)meanings assigned under the Plan.

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence terms of the specified event (collectivelyRestricted Stock Unit Agreement, _______ of the RSU Award shall vest on __________, and _______ of the RSU Award shall vest on __________, provided that Participant shall not have had a Termination of Service prior to the applicable vesting date(s). By his or her signature below, Participant agrees to be bound by the terms and conditions of the Plan, the "Events")Restricted Stock Unit Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant has been provided with a copy or electronic access to a copy of the prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Agreement. Participant understands and agrees that this RSU Award does not alter the at-will nature of his or her employment relationship with the Company and is not a promise of continued employment for the vesting period of the RSU Award or any portion of it. The Plan, this Grant Notice and the Restricted Stock Unit Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to a Licensed Product (as defined in the License Agreement)subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Participant by the Company, or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia any other oral, implied or December 31written promises, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing statements, understandings, undertakings or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either agreements by the Company or any of its representatives regarding equity awards to be awarded to Participant by the Holder provides notice that it intends Company. GOLDEN ENTERTAINMENT, INC. PARTICIPANT By: By: Print Name: Print Title: Name: EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to terminate the License Grant Notice to which this Restricted Stock Unit Award Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License this “Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section”) is attached, the then unvested Increments will not vest and, as Company has granted to Participant the right to receive the number of RSUs set forth in the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Grant Notice.

Vesting Schedule. One-third (1/3) of the shares subject to this Option shall vest twelve (12) months after the Vesting Commencement Date, and one thirty-sixth (1/36) of the shares subject to this Option shall vest on each monthly anniversary of the Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document. The Holder's right actual vesting dates and vesting periods for this Option are reflected below: Total Shares Vesting in Period Vesting Frequency Period End Date <<shares1>> <<vtype1>> <<vdate1>> <<shares2>> <<vtype2>> <<vdate2>> <<shares3>> <<vtype3>> <<vdate3>> <<shares4>> <<vtype4>> <<vdate3>> <<shares5>> <<vtype5>> <<vdate3>> <<shares6>> <<vtype6>> <<vdate6>> By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to exercise comply with the terms and conditions of the Plan and this warrant Agreement will vest in Award Document and accepts as binding, conclusive and final all decisions or interpretations of the following increments Committee upon any questions relating to the Plan and/or this Award Document. MIPS TECHNOLOGIES, INC OPTIONEE By:_____________________________________________ By:_____________________________________________ Name: Date: Date: Please return one fully executed original of this Award Document to the Stock Administration Department, Attention: _________________. The copy is for your files. NOTICE OF STOCK OPTION GRANT Form for Officer Renewals Optionee: <<first>> <<middle>> <<last>> The Compensation and Nominating Committee of the Board of Directors of MIPS Technologies, Inc. (the "Increments") upon the occurrence of the specified event (collectively, the "EventsCompany"), with respect to a Licensed Product has awarded you an option (the "Option") effective as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon Date of Grant set forth below to purchase the earlier number of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) shares of the Warrant Shares upon Company's common stock (the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("INDCommon Stock") filing or March 31set forth below under the MIPS Technologies, 1998; Inc. 1998 Long-Term Incentive Plan (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License AgreementPlan"), or the License Agreement otherwise terminates prior subject to the vesting in full terms and conditions of the Plan and this Award Document, which is comprised of this Warrant Agreement pursuant to this Section, Notice of Stock Option Grant and the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License attached Stock Option Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).

Vesting Schedule. [The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product Award (as defined in Exhibit A) shall vest and the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date Restrictions (as defined in Section 3 Exhibit A) with respect thereto shall lapse as to 25% of the total number of Shares subject to the Award on the first anniversary of the Grant Date and as to 1/48th of the total number of Shares subject to the Award monthly thereafter so that 100% of the total number of Shares subject to the Award shall have vested and 100% of the Restrictions with respect thereto shall have lapsed on the fourth anniversary of the Grant Date.] By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Warrant Grant Notice, the Restricted Stock Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. SYMMETRICOM, INC.: PARTICIPANT: By: By: Print Name: Print Name: Title: Address: 0000 Xxxxxxx Xxxxxxx Address: San Jose, CA 95131-1017 EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE SYMMETRICOM, INC. RESTRICTED STOCK AWARD AGREEMENT Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Award Agreement (the “Agreement”) is attached, Symmetricom, Inc., a Delaware corporation (the “Company”) has granted to Participant the right to purchase the number of shares of Restricted Stock under the 2006 Incentive Award Plan, as amended from time to time (the “Plan”), as set forth in the Grant Notice.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest If a Change in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and Control does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), occur at any time on or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionCliff Vesting Date, the then unvested Increments will not Initial Grant Shares vest andand become exercisable on the later of (i) the Cliff Vesting Date or (ii) the Extended Cliff Vesting Date (if applicable); the balance of the shares vest and become exercisable in a series of ( ) successive equal monthly installments measured from such date. If a Change in Control occurs on or prior to the Cliff Vesting Date, the Initial Grant Shares vest and become exercisable immediately prior to the effective time of the Change in Control; the balance of the shares vest and become exercisable in a series of ( ) successive equal monthly installments measured from the Cliff Vesting Date. Payment: By one or a combination of the following items (described in the Replacement Option Agreement): ¨ By cash or check ¨ Pursuant to a Regulation T Program if the Shares are publicly traded ¨ By delivery of already-owned shares if the Shares are publicly traded ¨ By delivery of already-owned shares if the Shares are publicly traded Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Option Grant Notice, the Replacement Option Agreement, and the Plan. Optionholder further acknowledges that as of the date Date of such termination notice or terminationGrant, this Warrant Agreement will Option Grant Notice, the Replacement Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: OTHER AGREEMENTS: ____________________________________________________________________________________ ____________________________________________________________________________________ ENTROPIC COMMUNICATIONS, INC. OPTIONHOLDER: By: Signature Signature Title: Date: Date: ATTACHMENTS: Replacement Option Agreement, 2007 Equity Incentive Plan, and Notice of Exercise ATTACHMENT I REPLACEMENT OPTION AGREEMENT ATTACHMENT II 2007 EQUITY INCENTIVE PLAN ATTACHMENT III ENTROPIC COMMUNICATIONS, INC. 2007 EQUITY INCENTIVE PLAN NOTICE OF EXERCISE Entropic Communications, Inc. 0000 Xxxxxxxx Xxxxx Xxx Xxxxx, XX 00000 Date of Exercise: Ladies and Gentlemen: This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. Type of option: Nonstatutory Stock option dated: Number of shares as to which option is exercised: Shares to be null and void with respect to such unvested Increments issued in name of: Total exercise price: $ Cash or check payment delivered herewith: $ Regulation T Program (notwithstanding any notice period or period staying termination cashless exercise) $ Value of the License Agreement under Section 12 shares of the License Agreement; PROVIDEDEntropic Communications, HOWEVERInc. Common Stock delivered herewith1: $ [Value of shares of Entropic Communications, that if the License Agreement is reinstated voluntarily by both parties or through arbitration Inc. common stock pursuant to Section 12 of net exercise2:] $ 1 Shares must meet the License Agreement, public trading requirements set forth in the Warrant Agreement will similarly option. Shares must be reinstated, except that the Increments that were unvested as of valued on the date of exercise in accordance with the termination notice or termination will vest upon the earlier terms of the respective Events Plan and the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate. 2 Entropic Communications, Inc. must have established net exercise procedures at the time of exercise in order to utilize this payment method and must expressly consent to your use of net exercise at the time of exercise. By this exercise, I agree (i) to provide such respective dates additional documents as are reasonably agreed you may require pursuant to by the parties or determined as a part terms of the arbitration). If Entropic Communications, Inc. 2007 Equity Incentive Plan, (ii) to provide for the Company or payment by me to you (in the Holder Cancels manner designated by you) of your withholding obligation, if any, relating to the License Agreement or the License Agreement otherwise terminates after any Increment vestsexercise of this option, and (iii) if this Warrant Agreement will continue exercise relates to be exercisablean incentive stock option, to notify you in writing within fifteen (15) days after the extent date of any then unexercised portion disposition of any of the vested Increments, until the Expiration Date (as defined in Section 3 shares of Common Stock issued upon exercise of this Warrant Agreement).option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. Very truly yours, [Name]

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twentyTwenty-five four percent (2524%) of the Warrant Shares upon shares subject to this Option shall vest twelve (12) months after the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Vesting Commencement Date, 1997; (b) twenty-five and two percent (252%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) shares subject to this Option shall vest on each monthly anniversary of the Warrant Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document. The actual vesting dates and vesting periods for this Option are reflected below: Total Shares upon Vesting in Period Vesting Frequency Period End Date «shares1» «vtype1» «vdate1» «shares2» «vtype2» «vdate2» «shares3» «vtype3» «vdate3» «shares4» «vtype4» «vdate4» «shares5» «vtype5» «vdate5» «shares6» «vtype6» «vdate6» By your signature and the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) signature of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30Company's representative below, 1999. If either you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to comply with the terms and conditions of the Plan and this Award Document and accepts as binding, conclusive and final all decisions or interpretations of the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice Committee upon any questions relating to the other party)Plan and/or this Award Document. MIPS TECHNOLOGIES, pursuant INC. OPTIONEE By: By: Name: Date: Date: Please return one fully executed original of this Award Document to Section 12 the Stock Administration Department, Attention: . The copy is for your files. NOTICE OF STOCK OPTION GRANT Form for Officer Renewals Optionee: «first» «middle» «last» The Compensation Committee of the License Agreement Board of Directors of MIPS Technologies, Inc. (the "Cancels the License AgreementCompany"), or has awarded you an option (the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, "Option") effective as of the date Date of such termination notice or termination, this Warrant Agreement will be null and void with respect Grant set forth below to such unvested Increments (notwithstanding any notice period or period staying termination purchase the number of shares of the License Agreement Company's common stock (the "Common Stock") set forth below under Section 12 the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the "Plan"), subject to the terms and conditions of the License Agreement; PROVIDEDPlan and this Award Document, HOWEVER, that if the License Agreement which is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 comprised of this Warrant Notice of Stock Option Grant and the attached Stock Option Agreement).

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the date indicated below provided that Optionee remains employed by the Company on such date: =============================================== Vesting Schedule A =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 300,000 (100%) February 13, 2009 =============================================== Notwithstanding the foregoing, upon the closing (the "Closing") of the Securities Purchase Agreement (the "Securities Purchase Agreement") by and among Patriot American Hospitality, Inc., Wyndham International, Inc., Patriot American Hospitality Partnership, L.P. and the Investors named therein dated as of February 28, 1999, as amended from time to time, the foregoing vesting schedule shall not apply and except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the dates indicated below provided that Optionee remains employed by the Company on such dates: =============================================== Vesting Schedule B =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 60,000 (20%) 1 year after Date of Grant ----------------------------------------------- 60,000 (20%) 2 years after Date of Grant ----------------------------------------------- 60,000 (20%) 3 years after Date of Grant ----------------------------------------------- 60,000 (20%) 4 years after Date of Grant ----------------------------------------------- 60,000 (20%) 5 years after Date of Grant =============================================== In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months of such Change in Control, the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement)), any unvested portions of this Option shall fully vest and become exercisable. Notwithstanding the foregoing, the purchase of securities by the Investors pursuant to the Securities Purchase Agreement shall not be deemed to be a Change in Control. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Paired Shares.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twentyTwenty-five four percent (2524%) of the Warrant Shares upon shares subject to this Option shall vest twelve (12) months after the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Vesting Commencement Date, 1997; (b) twenty-five and two percent (252%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) shares subject to this Option shall vest on each monthly anniversary of the Warrant Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document. The actual vesting dates and vesting periods for this Option are reflected below: Total Shares upon Vesting in Period Vesting Frequency Period End Date <<shares1>> <<vtype1>> <<vdate1>> <<shares2>> <<vtype2>> <<vdate2>> <<shares3>> <<vtype3>> <<vdate3>> <<shares4>> <<vtype4>> <<vdate3>> <<shares5>> <<vtype5>> <<vdate3>> <<shares6>> <<vtype6>> <<vdate6>> By your signature and the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) signature of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30Company’s representative below, 1999. If either you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to comply with the terms and conditions of the Plan and this Award Document and accepts as binding, conclusive and final all decisions or interpretations of the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice Committee upon any questions relating to the other party)Plan and/or this Award Document. MIPS TECHNOLOGIES, pursuant INC OPTIONEE By:_____________________________________________ By:_____________________________________________ Name: Date: Date: Please return one fully executed original of this Award Document to Section 12 the Stock Administration Department, Attention: _________________. The copy is for your files. NOTICE OF STOCK OPTION GRANT Form for Employee Renewals Optionee: <<first>> <<middle>> <<last>> The Compensation Committee of the License Agreement Board of Directors of MIPS Technologies, Inc. (the "Cancels the License AgreementCompany"), or has awarded you an option (the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, "Option") effective as of the date Date of such termination notice or termination, this Warrant Agreement will be null and void with respect Grant set forth below to such unvested Increments (notwithstanding any notice period or period staying termination purchase the number of shares of the License Agreement Company's common stock (the "Common Stock") set forth below under Section 12 the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the "Plan"), subject to the terms and conditions of the License Agreement; PROVIDEDPlan and this Award Document, HOWEVER, that if the License Agreement which is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 comprised of this Warrant Notice of Stock Option Grant and the attached Stock Option Agreement).

Vesting Schedule. The Holder's Subject to all of the terms and conditions set forth in this Agreement and the Plan, your right to exercise purchase Shares under this warrant Agreement will Option shall vest as follows: 1/3 of the Shares on each of the 1/st/, 2/nd/ and 3/rd/ Anniversaries of the Option Grant Date. No Shares shall vest in any event after your employment with the following increments Company and all Subsidiaries (the "IncrementsService") upon has Terminated for any reason. By signing the occurrence cover sheet of this Agreement, you agree to all of the specified terms and conditions described in this Agreement and in the Plan. Optionee: /s/ Peter J. O'Hanlon ------------------------------------------------ Peter J. O'Hanlon Company: By: /s/ Robert A. Meyer, Jr. --------------------------------------------- Robert A. Meyer, Jr., Senior Vice President DOMINION HOMES, INC. STOCK OPTION AGREEMENT (Employees' Nonqualified Stock Option) ------------------------------------ The Plan and Other Agreements The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event (collectivelythat any provision in this Agreement conflicts with any term in the Plan, the "Events"), term in the Plan shall be deemed controlling. Certain capitalized terms used in this Agreement are defined in the Plan. Nonqualified Stock Option This Option is not intended to qualify as an Incentive Stock Option under section 422 of the Code and shall be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to a Licensed Product the vested portion of this Option. This Option will vest according to the Vesting Schedule on the cover sheet. Term This Option will expire in any event at the close of business at Company headquarters on the day before the ten (10) year anniversary of the Option Grant Date, as defined shown on the cover sheet. This Option will expire earlier if you Terminate, as described below. Regular Termination If you Terminate for any reason, other than because of your death, Disability or Retirement or because you were Terminated for Cause, then this Option will expire at the close of business at the Company's headquarters on the ninetieth (90/th/) day after your Termination (or, if earlier, the expiration date specified in the License Agreementcover sheet). This Option will not continue to vest during such ninety (90) day period but you may exercise any Shares which were vested as of your Termination during such ninety (90) day period. Terminated for Cause If you are Terminated for Cause, or as determined by the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy Committee in a pre-clinical animal model of cardiac ischemia or December 31its sole discretion, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; then this Option will immediately expire and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant you will immediately forfeit all rights to this SectionOption. Death If you Terminate because of your death, then this Option will expire at the then unvested Increments will not vest and, as close of business at the Company's headquarters on the date twelve (12) months after the date of such termination notice death (or, if earlier, the expiration date specified in the cover sheet). Your estate or terminationheirs may exercise this Option at any time during this period. Disability If you Terminate because of your Disability, this Warrant Agreement Option will be null and void with respect to such unvested Increments expire at the close of business at Company headquarters on the date twelve (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED12) months after your Termination (or, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreementearlier, the Warrant Agreement will similarly be reinstated, except that expiration date specified in the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreementcover sheet).

Vesting Schedule. The Holder's right to exercise this warrant Agreement will This Award shall vest in accordance with the following increments (vesting schedule set forth on Exhibit C attached hereto. By his or her signature, Participant agrees to be bound by the "Increments") upon the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Restricted Stock Agreement and this Grant Notice. Participant has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier Restricted Stock Agreement. AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Xxxx X. Xxxxxxxxxxx, CEO 00000 Xx Xxxxxx Xxxx, #000 Xxx Xxxxx, XX 00000 [__________] 00000 Xx Xxxxxx Xxxx, #000 Xxx Xxxxx, XX 00000 Executive Version EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, American Assets Trust, Inc., a Maryland corporation (the “Company”), has granted to Participant the right to purchase the number of shares of Restricted Stock under the Company’s 2011 Equity Incentive Award Plan (the “Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the respective Events or such respective dates as Plan which are reasonably agreed to incorporated herein by reference. Capitalized terms not specifically defined herein shall have the parties or determined as a part of meanings specified in the arbitration)Plan and the Grant Notice. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).ARTICLE I

Vesting Schedule. The Holder's right to exercise this warrant Shares shall be released from the Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement will vest on the dates and in the following increments (amounts indicated in Exhibit B to this Grant Notice. By his or her signature and the "Increments") upon Company’s signature below, Hxxxxx agrees to be bound by the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Restricted Stock Agreement and this Grant Notice. Holder has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Holder hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsConsent of Spouse attached to this Grant Notice as Exhibit C. LEAP WIRELESS INTERNATIONAL, this Warrant Agreement will continue to be exercisableINC. HOLDER: By: By: Print Name: Print Name: Title: Title: Address: 10307 Pacific Center Court Address: San Diego, California 92121 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the extent Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Leap Wireless International, Inc. (the “Company”) has granted to Holder the right to purchase the number of any then unexercised portion shares of Restricted Stock under the vested IncrementsCompany’s 2004 Stock Option, until Restricted Stock and Deferred Stock Unit Plan (the Expiration Date (as defined “Plan”) indicated in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The Holder's right Subject to exercise the Grantee’s Continuous Service and other limitation set forth in this warrant Agreement will Grant Notice, the Plan and the Agreement, these RSUs shall vest in accordance with the following increments Vesting Schedule. Shares Vesting Type Full Vest THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE RESTRICTED STOCK UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (the "Increments") upon the occurrence NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RESTRICTED STOCK UNITS OR ACQUIRING SHARES OR OTHER PAYMENT HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE ABILITY OF THE COMPANY OR, IF DIFFERENT, THE GRANTEE’S EMPLOYER TO TERMINATE GRANTEE’S CONTINUOUS SERVICE. The Grantee acknowledges receipt of a copy of the specified event (collectivelyPlan and this Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the RSUs subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Grant Notice, the "Events")Plan and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of this Grant Notice, the Plan and the Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Agreement, and separately hereby agrees that all disputes arising out of or relating to this Grant Notice, the Plan and the Agreement shall be resolved in accordance with respect Section 15 of the Agreement. The Grantee further agrees to a Licensed Product (as defined notify the Company upon any change in the License Agreement), or the specified dateresidence address indicated in this Grant Notice. GRANTEE: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).By: Print Name: Address: PERICOM SEMICONDUCTOR CORPORATION 2014 Stock AWARD AND incentive COMPENSATION plan RESTRICTED STOCK UNIT AGREEMENT

Vesting Schedule. The Holder's right to exercise this warrant Agreement will This Award shall vest in accordance with the following increments (vesting schedule set forth on Exhibit C attached hereto. By his or her signature, Participant agrees to be bound by the "Increments") upon the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Restricted Stock Agreement and this Grant Notice. Participant has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier Restricted Stock Agreement. AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Xxxxxx Xxxx, Chairman/CEO 0000 Xxxxxx Xxxxxxxx Xxxx #000 Xxx Xxxxx, XX 00000 [________] 0000 Xxxxxx Xxxxxxxx Xxxx #000 Xxx Xxxxx, XX 00000 Executive Version (12-21) EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, American Assets Trust, Inc., a Maryland corporation (the “Company”), has granted to Participant the right to purchase the number of shares of Restricted Stock under the Company’s Amended and Restated 2011 Equity Incentive Award Plan (as amended, the “Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the respective Events or such respective dates as Plan which are reasonably agreed to incorporated herein by reference. Capitalized terms not specifically defined herein shall have the parties or determined as a part of meanings specified in the arbitration)Plan and the Grant Notice. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).ARTICLE I

Vesting Schedule. The Holder's right As long as you continuously are a Service Provider, you will become vested as to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence 100% of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) total number of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest andawarded, as of shown above on the date of such termination notice or terminationcover sheet, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon on the earlier of the respective Events close of business on the (i) first anniversary of the Vesting Calculation Date, (ii) Change in Control, or such respective dates (iii) day before the regular annual meeting of Company stockholders in [NEXT YEAR]. In the event that you cease to be a Service Provider, you will forfeit to the Company without consideration all of the then-unvested Shares subject to this Award. However, the total number of then unvested Shares subject to this Award shall become fully vested if (1) your status as are reasonably agreed to a Service Provider is terminated (x) by the parties Company due to your Disability or determined (y) due to your death or (2) you are not re-nominated as a part of director on the arbitration). If Board for any reason other than (i) failure to adequately perform your duties as a director or (ii) your refusal to stand for re-election for any reason, (3) you are not re-elected by the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will stockholders to continue to be exercisable, to serve on the extent of any then unexercised portion of Board in a contested director election or (4) you are removed by the vested Increments, until the Expiration Date stockholders without Cause (as defined below) in accordance with the Company’s bylaws and certificate of incorporation. By signing this cover sheet, you agree to all terms and conditions described in the attached Stock Award Agreement and in the Plan and Plan prospectus. You specifically acknowledge that you have carefully read the section entitled "Code Section 3 83(b) Election" and the Exhibit B attachment and you further acknowledge that you are solely responsible for filing any Code Section 83(b) election, and that such election must be filed within thirty (30) days after the Date of Award in order to be effective. You are also acknowledging receipt of this Warrant Agreement and copies of the Plan and its prospectus. Company: Awardee: By: Its: Attachments RADNET, INC. 2006 EQUITY INCENTIVE PLAN STOCK AWARD AGREEMENT The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by this reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement). Unless otherwise defined in this Agreement, certain capitalized terms used in this Agreement are defined in the Plan. This Agreement, the attached Exhibits and the Plan constitute the entire understanding between you and the Company regarding this Award of Restricted Stock. Any prior agreements, commitments or negotiations are superseded. Award of Restricted Stock The Company awards you the number of Shares of Restricted Stock shown on the cover sheet of this Agreement. The Award is subject to the terms and conditions of this Agreement and the Plan. This Award is not intended to constitute a nonqualified deferred compensation plan within the meaning of section 409A of the Code and will be interpreted accordingly.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence [______] of the specified event (collectivelyUnits granted hereunder shall vest on each of _________, _____________ and ______________, provided that the "Events"), with respect Participant continues to a Licensed Product (serve as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) an employee of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or a Non-Employee Director on each such date. By his or her signature, Participant agrees to be bound by the Holder provides notice that it intends to terminate the License Agreement (terms and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 conditions of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionPlan, the then unvested Increments will not vest and, as of Restricted Stock Unit Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Unit Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Agreement will similarly and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Agreement. INNOVATIVE INDUSTRIAL PROPERTIES, INC. PARTICIPANT By: By: Print Name: Print Name: Title: Address: 10000 Xxxx Xxxxxxxx Xx, Ste 100 Address: San Diego, CA 92127 CONSENT OF SPOUSE I, _________, spouse of ___________, have read and approve this Grant Notice, and the attached Restricted Stock Unit Agreement. In consideration of granting to my spouse the restricted stock units relating to shares of the common stock of Innovative Industrial Properties, Inc. set forth in this Grant Notice, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under this Grant Notice and agree to be reinstatedbound by the provisions of this Grant Notice insofar as I may have any rights in said Grant Notice, except that any restricted stock units or any shares of the Increments that were unvested common stock of Innovative Industrial Properties, Inc. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the termination notice or termination will vest upon the earlier signing of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part foregoing Gxxxx Xxxxxx. Dated: _______ __, 20__ Signature of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).Spouse EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the date indicated below provided that Optionee remains employed by the Company on such date: ================================================== Vesting Schedule A -------------------------------------------------- Number of Paired Shares Exercisable Vesting Date ================================================== 400,000 (100%) February 13, 2009 ================================================== Notwithstanding the foregoing, upon the closing (the "Closing") of the Securities Purchase Agreement (the "Securities Purchase Agreement") by and among Patriot American Hospitality, Inc., Wyndham International, Inc., Patriot American Hospitality Partnership, L.P. and the Investors named therein dated as of February 28, 1999, as amended from time to time, the foregoing vesting schedule shall not apply and except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the dates indicated below provided that Optionee remains employed by the Company on such dates: ================================================== Vesting Schedule B -------------------------------------------------- Number of Paired Shares Exercisable Vesting Date ================================================== 80,000 (20%) 1 year after Date of Grant -------------------------------------------------- 80,000 (20%) 2 years after Date of Grant -------------------------------------------------- 80,000 (20%) 3 years after Date of Grant -------------------------------------------------- 80,000 (20%) 4 years after Date of Grant -------------------------------------------------- 80,000 (20%) 5 years after Date of Grant ================================================== In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months of such Change in Control, the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement)), any unvested portions of this Option shall fully vest and become exercisable. Notwithstanding the foregoing, the purchase of securities by the Investors pursuant to the Securities Purchase Agreement shall not be deemed to be a Change in Control. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Paired Shares.

Vesting Schedule. The Holder's right to exercise this warrant Shares shall be released from the Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement will vest on the dates and in the following increments amounts indicated in Exhibit B to this Grant Notice. By his or her signature and the Company’s signature below, Hxxxxx agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Holder has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement and the Plan. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit C. LEAP WIRELESS INTERNATIONAL, INC. HOLDER: By: /s/ S. Xxxxxxx Xxxxxxxxx By: /s/ Axxxx X. Xxxxxxxx Print Name: S. Xxxxxxx Xxxxxxxxx Print Name: Axxxx X. Xxxxxxxx Title: President & CEO Title: Executive VP & Chief Marketing Officer Address: 10307 Pacific Center Court Address: 600 Xxxxxxxxxx Xxxxx San Diego, California 92121 Lake Forest, IL 60045 SPECIAL 5-YEAR VESTING RESTRICTED STOCK AWARD (10/26/10) [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. LEAP WIRELESS INTERNATIONAL, INC. 2004 STOCK OPTION, RESTRICTED STOCK AND DEFERRED STOCK UNIT PLAN RESTRICTED STOCK AWARD GRANT NOTICE AND RESTRICTED STOCK AWARD AGREEMENT Leap Wireless International, Inc. (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party“Company”), pursuant to Section 12 its 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”), hereby grants to the holder listed below (“Holder”), the right to purchase the number of shares of the License Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below. This Restricted Stock award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement attached hereto as Exhibit A ("Cancels the License “Restricted Stock Agreement")”) and the Plan, or the License Agreement each of which are incorporated herein by reference. Unless otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Sectiondefined herein, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as terms defined in Section 3 the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Agreement. Holder: AXXXX X. XXXXXXXX Gxxxx Date: October 26, 2005 Purchase Price per Share: $0.0001 per share Total Number of this Warrant Agreement).Shares of Restricted Stock: 10,000

Vesting Schedule. The Holder's right number of units which may actually vest shall be determined pursuant to exercise a two-step process: (i) first there shall be calculated the maximum number of units that become subject to the Award as a result of the level at which the Performance Goal specified on attached Schedule I is in fact attained (the “Performance Qualified Units”) and (ii) then the number of Performance-Qualified Units calculated under clause (i) in which the Participant may actually vest shall be determined on the basis of his or her satisfaction of the applicable Service vesting requirements set forth in Schedule I. All capitalized terms in this warrant Notice of Grant shall have the meaning assigned to them in this Notice of Grant, the Performance-Based Restricted Stock Units Agreement will vest or in the following increments (Plan. By their signatures below or by electronic acceptance or authentication in a form authorized by the "Increments") upon Company, the occurrence Company and the Participant agree that the Award is governed by this Grant Notice and by the provisions of the specified event (collectivelyPlan and the Performance-Based Restricted Stock Units Agreement, both of which are made a part of this document. The Participant represents that the "Events"), Participant has read and is familiar with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) provisions of the Warrant Shares upon Plan and Performance-Based Restricted Stock Units Agreement, and hereby accepts the earlier Award subject to all of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or their terms and conditions. LDR HOLDING CORPORATION PARTICIPANT By: ______________________________ ______________________________ [officer name] Signature [officer title] ______________________________ Date ______________________________ Address SCHEDULE I PERFORMANCE PERIOD, SERVICE PERIOD, PERFORMANCE GOAL, VESTING SCHEDULE PERFORMANCE PERIOD The Performance Period shall be the one (1)-year period beginning January 1, 2015 and ending December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)2015.

Vesting Schedule. The Holder's Subject to all the terms of the attached Agreement, your right to exercise this warrant SAR incrementally vests as to [PROPORTION] of the total Number of Shares subject to this SAR, as shown above, on each of the first [NUMBER] anniversaries of the Vesting Calculation Date, subject in all cases to your continued Service. Your right to exercise this SAR on each such date shall be rounded down to the nearest whole number of Shares. Upon termination of your Service for any reason, no further vesting shall occur and any then unvested portion of this SAR shall be forfeited without consideration. This SAR may also vest on accelerated basis as described in the Vesting section below in the Agreement. By signing this cover sheet, you agree to all of the terms and conditions described in this cover sheet, the attached Agreement and in the Plan, a copy of which is also enclosed. Participant: __________________________________________________________________________________________ (Signature) Company: __________________________________________________________________________________________ (Signature) Title: __________________________________________________________________________________________ ATTACHMENT SPY INC. 2004 STOCK INCENTIVE PLAN STOCK APPRECIATION RIGHTS AGREEMENT The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. Unless otherwise defined in this Agreement or the attached cover sheet, certain capitalized terms used in this Agreement are defined in the Plan. This Agreement and the Plan constitute the entire understanding between you and the Company regarding this SAR. Any prior agreements, commitments or negotiations concerning this Award are superseded. Should any provision of this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. This SAR is not intended to be deferred compensation under section 409A of the Code and will be interpreted accordingly. Vesting This SAR is only exercisable before it expires and then only with respect to the vested portion of the SAR. This SAR will vest according to the Vesting Schedule on the attached cover sheet, Section 9 in the Plan and in the following increments paragraphs of this section. If Participant’s Service is either (i) terminated without Cause (as defined below) by the "Increments"Company (or its successor) upon either on the occurrence date of a Change in Control or during the 12 month period following a Change in Control, or (ii) by Participant for Good Reason (as defined below) during the 14 month period following a Change in Control, then the outstanding unvested portion of this Option shall fully vest on an accelerated basis and become exercisable on the date of termination of Participant’s Service. For purposes of this Agreement, “Cause” will be determined by the Committee or by the Company’s Chief Executive Officer in his/her sole discretion and shall consist of one or more of the specified event following: (collectivelyi) Commission by Participant of a felony or any lesser crime or offense involving fraud, embezzlement, dishonesty, breach of trust, or breach of fiduciary duty; or (ii) Conduct by Participant that has caused demonstrable and serious injury to the "Events")Company or any of its affiliates, monetary or otherwise; or (iii) The order of a regulatory agency that Participant be removed from any office, authority, or employment with the Company; or (iv) Willful misconduct, refusal to perform, or substantial disregard of duties properly assigned to Participant by the Company; or (v) Breach by Participant of duty of loyalty to the Company or any of its affiliates or other act of fraud or dishonesty with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement any of its affiliates; or (and does not voluntarily revoke that notice of termination vi) Breach by written notice to the other party), pursuant to Section 12 Participant of the License Agreement terms of any agreement between or among Participant and the Company; or ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full vii) Participant’s violation of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as any policy of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Company.

Vesting Schedule. The Holder's right Subject to exercise this warrant the terms of the Award Agreement, the restrictions set forth in Section 2 of the Award Agreement will lapse and the Award Shares will vest in on February 21, 20__. ACKNOWLEDGEMENT By signing below, the following increments (the "Increments") upon the occurrence Grantee acknowledges and agrees that: • A copy of the specified event (collectivelyPlan and Award Agreement have been made available to the Grantee; • The Grantee has received a copy of the Plan’s Prospectus; • The Grantee has read and understands and accepts the conditions placed on the Award Shares, including the "Events"), with respect to a Licensed Product (as defined clawback provision described in the License Agreement), or the specified date: (a) twenty-five percent (25%Section 9(F) of the Warrant Award Agreement; • If the Grantee does not return a signed copy of this Award Agreement, including Exhibit A, to the address shown below not later than 30 days after the Grant Date, the Award Shares upon will be forfeited and the earlier Award Agreement shall terminate and be of demonstration no further force or effect. FirstMerit Corporation Compensation Department, CAS 00 XXX Xxxxxxx Xxxxx Xxxxx, Xxxx 00000 GRANTEE By: Printed Name: FIRSTMERIT CORPORATION AMENDED AND RESTATED 2006 EQUITY PLAN INSTRUCTIONS FOR COMPLETING SECTION 83(b) ELECTION FORM A Grantee of efficacy in restricted stock may make a pre-clinical animal model of cardiac ischemia or December 31, 1997Section 83(b) Election by completing this Section 83(b) Election Form. To do this: • The Grantee must make the election by completing the attached form; (b) twenty-five percent (25%) • Within 30 days of the Warrant Shares upon Grant Date, the earlier Grantee must send a copy of completion this form to the internal revenue office at which the Grantee files his or her federal income tax return; • A copy of pre-clinical toxicology this form must be submitted with the Grantee’s income tax return for the taxable year in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of which the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998property is transferred; and (d• The Grantee also must send a copy of this form to: FirstMerit Corporation Compensation Department, CAS 00 XXX Xxxxxxx Xxxxx Xxxxx, Xxxx 00000 FIRSTMERIT CORPORATION AMENDED AND RESTATED 2006 EQUITY PLAN ELECTION UNDER SECTION 83(b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party)OF THE INTERNAL REVENUE CODE OF 1986 The undersigned taxpayer hereby elects, pursuant to Section 12 83(b) of the License Agreement ("Cancels Internal Revenue Code, to include in taxpayer’s gross income for the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Sectioncurrent taxable year, the then unvested Increments will not vest and, as amount of any income that may be taxable to taxpayer in connection with taxpayer’s receipt of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).property described below:

Vesting Schedule. The HolderUnvested Repurchase Right shall lapse with respect to the first 20% of the Shares subject to this Option when Optionee completes 12 months of Service after the Vesting Commencement Date. The Unvested Repurchase Right shall lapse with respect to an additional 1/60th of the Shares subject to this Option when the Optionee completes each month of Service thereafter. Expiration Date: April 5, 2009 By your signature and the signature of the Company's right to exercise representative below, you and the Company agree that this warrant Agreement will vest in Option is granted under and governed by the following increments terms and conditions of the 1998 Stock Plan (the "Increments") upon the occurrence of the specified event (collectively, the "EventsPlan"), with respect this Stock Option Agreement, the Stock Purchase Agreement and the Buy-Sell Provisions attached to a Licensed Product (as the Stock Purchase Agreement. Any terms not defined herein are defined in the License Agreement)Plan. OPTIONEE: IC GLOBAL SERVICES, or the specified dateINC.: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31_____________________________ By:_________________________ _____________________________ Title:______________________ THIS OPTION AND THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31AS AMENDED, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30OR IN CONNECTION WITH THE SALE OR DISTRIBUTION THEREOF. NO SALE, 1999TRANSFER OR DISTRIBUTION OF THIS OPTION OR THE SECURITIES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party)THE SHARES WHICH MAY BE PURCHASED UPON EXERCISE OF THIS OPTION MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A STOCK PURCHASE AGREEMENT, pursuant to Section 12 of the License Agreement ("Cancels the License Agreement")A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY, or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionTO BE ENTERED INTO BETWEEN OPTIONEE AND THE COMPANY AS A CONDITION TO THE EXERCISE OF THIS OPTION. IC GLOBAL SERVICES, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)INC. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).STOCK OPTION AGREEMENT

Vesting Schedule. The Holder's right to exercise this warrant Shares shall be released from the Company’s Repurchase Option set forth in Section 3.1 of the Restricted Stock Agreement will vest on the dates and in the following increments (amounts indicated in Exhibit B to this Grant Notice. By his or her signature and the "Increments") upon Company’s signature below, Hxxxxx agrees to be bound by the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Restricted Stock Agreement and this Grant Notice. Holder has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Holder hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)Restricted Stock Agreement. If Hxxxxx is married, his or her spouse has signed the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsConsent of Spouse attached to this Grant Notice as Exhibit C. LEAP WIRELESS INTERNATIONAL, this Warrant Agreement will continue to be exercisableINC. HOLDER: By: /s/ S. Xxxxxxx Xxxxxxxxx By: /s/ Axxxx X. Xxxxxxxx Print Name: S. Xxxxxxx Xxxxxxxxx Print Name: Axxxx X. Xxxxxxxx Title: President & CEO Title: Executive VP & Chief Marketing Officer Address: 10307 Pacific Center Court Address: 600 Xxxxxxxxxx Xxxxx San Diego, California 92121 Lake Forest, IL 60045 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the extent Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Leap Wireless International, Inc. (the “Company”) has granted to Holder the right to purchase the number of any then unexercised portion shares of Restricted Stock under the vested IncrementsCompany’s 2004 Stock Option, until Restricted Stock and Deferred Stock Unit Plan (the Expiration Date (as defined “Plan”) indicated in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The Holder's right Subject to exercise this warrant the other terms and conditions set forth herein, the Option Agreement will vest and in the following increments (Plan, this Option may be exercised in cumulative installments as follows, provided that you remain in the "Increments") upon the occurrence of the specified event (collectivelyemploy of, or a service provider to, the "Events")Company or its Subsidiaries until the following applicable dates, this Option will become exercisable with respect to a Licensed Product (as defined in the License Agreement), or the specified dateto: (a) twenty-five percent (25%) 1/3 of the Warrant Option Shares upon on the earlier one year anniversary of demonstration the Date of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Grant, 1997; (b) twenty-five percent (25%) 1/3 of the Warrant Option Shares upon on the earlier two year anniversary of completion the Date of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; Xxxxx and (c) twenty-five percent (25%1/3 of the Option Shares on the three year anniversary of the Date of Grant, such that the Option will become exercisable with respect to 100% of the Option Shares as of the three year anniversary of the Date of Xxxxx. Subject to Section 2(f) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30your Agreement, 1998; and (d) twenty-five percent (25%) any portion of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice Option that it intends to terminate the License Agreement (has not become vested and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement exercisable pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement Notice will be null and void with respect and forfeited to such unvested Increments (notwithstanding the Company in the event of your termination by the Company or its Subsidiaries for any notice period or period staying termination reason. By accepting this Option, you acknowledge your receipt of this Option granted on the License Agreement Date of Grant indicated above, which has been issued to you under Section 12 the terms and conditions of this Notice, the License Plan and the Option Agreement; PROVIDED, HOWEVER, including the vesting and risk of forfeiture provisions set forth therein. You acknowledge that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 purchase price of the License Agreement, Stock under this Option is less than the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as Fair Market Value of such Stock on the date of the termination notice or termination will vest upon the earlier grant of this Option, then you may incur adverse tax consequences under sections 409A and/or 422 of the respective Events or such respective dates as Code. You further acknowledge and agree that (a) you are reasonably agreed to not relying upon any determination by the parties Company, its affiliates, or determined as a part any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) of the arbitration). If Fair Market Value of the Stock on the Date of Grant, (b) you are not relying upon any written or oral statement or representation of the Company Parties regarding the tax effects associated with your execution of this Notice and your receipt, holding and exercise of this Option, (c) in deciding to enter into this Notice, you are relying on your own judgment and the judgment of the professionals of your choice with whom you have consulted and (d) a copy of the Agreement and the Plan has been made available to you. You hereby release, acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or the Holder Cancels the License Agreement unknown, on account of, arising out of, or the License Agreement otherwise terminates after in any Increment vests, this Warrant Agreement will continue to be exercisable, way related to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 tax effects associated with your execution of this Warrant Notice and your receipt, holding and exercise of this Option. In addition, you are consenting to receive documents from the Company and any plan administrator by means of electronic delivery, provided that such delivery complies with applicable law. This consent shall be effective for the entire time that you are a participant in the Plan. XXXXXXX XXXXXXXX ENERGY, INC., a Delaware corporation By: Name: [ ] Title: [ ] Attachments: Appendix A – Xxxxxxx Xxxxxxxx Energy, Inc. Term Incentive Plan Appendix B – Stock Option Agreement Appendix A Xxxxxxx Xxxxxxxx Energy, Inc. Long Term Incentive Plan Appendix B Stock Option Agreement).

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will the next paragraph, 5,000 Shares shall vest in the following increments (the "Increments") upon the occurrence acceptance of the specified event (collectively, NDA for SILENORTM and 15,000 Shares shall vest upon the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) approval of the Warrant Shares upon NDA for SILENORTM, subject to Participant’s continued service to the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia Company as an Employee, Director or December 31, 1997; (b) twenty-five percent (25%) of Consultant on each such date. In the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation event of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates Change in Control prior to the vesting acceptance and/or the approval of the NDA for SILENOR™, 100% of the unvested Shares will vest immediately prior to the consummation of the Change in full Control. By his or her signature, Participant agrees to be bound by the terms and conditions of this Warrant Agreement pursuant to this Sectionthe Plan, the then unvested Increments will not vest and, as of Restricted Stock Agreement and this Grant Notice. Participant has reviewed the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsConsent of Spouse attached to this Grant Notice as Exhibit B. SOMAXON PHARMACEUTICALS, this Warrant Agreement will continue to be exercisableINC. PARTICIPANT By: /s/ Mxx X. XxXxxxxx By: /s/ Dxxxx X. Xxxx Print Name: Mxx X. XxXxxxxx Print Name: Dxxxx X. Xxxx Title: VP and CFO Address: 3000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Address: EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the extent Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has granted to Participant the right to purchase the number of any then unexercised portion shares of Restricted Stock under the vested Increments, until Company’s 2005 Equity Incentive Award Plan (the Expiration Date (as defined “Plan”) indicated in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will This Option shall vest one year from the Date of Grant. Except as otherwise specifically provided in the following increments Nonqualified Stock Option Agreement, vesting is contingent upon Holder’s continuous employment or other provision of services with the Company from the Date of Grant until the one-year anniversary of the Date of Grant. Expiration Date: This Option shall expire five years after the Date of Grant. By your signature and the signature of the Company’s representative below, you and the Company agree that this Option is granted under and governed by the terms and conditions of the Pacific Health Care Organization, Inc. 2002 Stock Option Plan and the Nonqualified Stock Option Agreement to which this Notice of Stock Option Grant is attached as Exhibit A. The Notice of Stock Option Exercise is attached as Exhibit B to the Nonqualified Stock Option Agreement. Holder: Pacific Health Care Organization, Inc. By: _____________________________ By:________________________________ Print Name: ______________________ Name: Title: THE OPTION GRANTED PURSUANT TO THIS NOTICE AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. Exhibit B PACIFIC HEALTH CARE ORGANIZATION, INC. NOTICE OF STOCK OPTION EXERCISE This notice of stock option exercise needs to be completed and sent to Pacific Health Care Organization, Inc., (the "Increments"“Company”) upon the occurrence of the specified event (collectivelyat 0000 Xxxx Xxxxxx, the "Events")Xxxxx 000, with respect to a Licensed Product (as defined in the License Agreement)Xxxxxxx Xxxxx, or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Xxxxxxxxxx 00000, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of each time you exercise an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999option grant. If either you have any questions please review the Pacific Health Care Organization, Inc. 2002 Stock Option Plan (the “Plan”) and the Nonqualified Stock Option Agreement (the “Agreement”) previously delivered to you with the Notice of Stock Option Grant or please contact the Company by mail at the above address or the Holder provides notice that it intends to terminate the License Agreement by telephone at (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration)000) 000-0000. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).Exercise Information

Vesting Schedule. The Holder's right Subject to exercise the last sentence of this warrant Agreement will vest in the following increments paragraph: one-third (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%1/3) of the Warrant Shares upon Restricted Stock Units will vest on the earlier one (1) year anniversary of demonstration the Date of efficacy in a preGrant (the “First Vesting Date”); one-clinical animal model of cardiac ischemia or December 31, 1997; third (b) twenty-five percent (25%1/3) of the Warrant Shares upon Restricted Stock Units will vest on the earlier first anniversary of completion of prethe First Vesting Date; and the remaining one-clinical toxicology in support of an investigational new drug application third ("IND") filing or March 31, 1998; (c) twenty-five percent (25%1/3) of the Warrant Shares upon Restricted Stock Units will vest on the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) second anniversary of the Warrant Shares upon First Vesting Date. In all cases, vesting is subject to the earlier Grantee continuing to be an Employee of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or any of its subsidiaries (a “Service Provider”) through each such date. By Xxxxxxx’s signature and the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 signature of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as representative of the date Company below, Grantee and the Company agree that this Award of such termination notice or termination, this Warrant Agreement will be null Restricted Stock Units is granted under and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination governed by the terms and conditions of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Plan and this Award Agreement, including the Warrant Agreement will similarly be reinstatedTerms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A, except that the Increments that were unvested as and all other exhibits, appendices and addenda attached hereto, all of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as which are reasonably agreed to by the parties or determined as made a part of this document. Xxxxxxx acknowledges receipt of a copy of the arbitration)Plan. If Xxxxxxx has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement. Xxxxxxx further agrees to notify the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after upon any Increment vestschange in Xxxxxxx’s residence address indicated below. GRANTEE BAKKT HOLDINGS, this Warrant Agreement will continue to be exercisableINC. Signature Signature «Grantee» Xxxxx Xxxxxxx Print Name Print Name Chief Executive Officer Title Grantee Residence Address: EXHIBIT A BAKKT HOLDINGS, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).INC. 2021 OMNIBUS EMPLOYEE INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

Vesting Schedule. The Holder's Subject to Sections 2.2(a) and 2.2(c) of the Restricted Stock Agreement, the Award shall vest and Restrictions shall lapse with respect to 25% of the shares of Restricted Stock subject to the Award (rounded down to the next whole number of shares) on each of the first four anniversaries of the Vesting Commencement Date, provided in each case that the Participant remains continuously employed in active service by the Company or any of its Subsidiaries from the Grant Date through such date. By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. By execution of this Agreement, the Participant agrees to comply with the terms and conditions of the Company’s Stock Ownership and Retention Program, as in effect from time to time, and acknowledges that failure to comply with the Stock Ownership and Retention Program may result in penalties to the Participant. DEALERTRACK HOLDINGS, INC.: PARTICIPANT: By: By: Print Name: Mxxx X. X’Xxxx Print Name: Title: Chairman, President and CEO Address: 1000 Xxxxxx Xxxxxx, Xxxxx X00 Lake Success, NY 11042 EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE DEALERTRACK HOLDINGS, INC. RESTRICTED STOCK AWARD AGREEMENT Pursuant to the Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Award Agreement (the “Agreement”) is attached, DealerTrack Holdings, Inc., a Delaware corporation (the “Company”) has granted to Participant the right to exercise this warrant Agreement will vest in purchase the following increments number of shares of Restricted Stock under the 2005 Incentive Award Plan, as amended from time to time (the "Increments") upon the occurrence of the specified event (collectively, the "Events"Plan”), with respect to a Licensed Product (as defined set forth in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Grant Notice.

Vesting Schedule. The HolderNo portion of this Option may be exercised until ---------------- such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Shares on the dates indicated below: ======================================================== Vesting Schedule Additional Number of Shares Exercisable Vesting Date ======================================================== 40,000 1 year after Date of Grant -------------------------------------------------------- 40,000 2 years after Date of Grant -------------------------------------------------------- 40,000 3 years after Date of Grant -------------------------------------------------------- 40,000 4 years after Date of Grant -------------------------------------------------------- 40,000 5 years after Date of Grant ======================================================== Notwithstanding the foregoing, if the Company achieves 100% of its internal budgeted EBITDA for 2000, then the following vesting schedule shall instead apply and the Option shall be vested and exercisable with respect to the following number of Shares on the dates indicated below: =================================================== Alternative Vesting Schedule =================================================== Number of Shares Exercisable Vesting Date --------------------------------------------------- 50,000 (25%) 1 year after Date of Grant --------------------------------------------------- 50,000 (25%) 2 year after Date of Grant --------------------------------------------------- 50,000 (25%) 3 year after Date of Grant --------------------------------------------------- 50,000 (25%) 4 year after Date of Grant --------------------------------------------------- In the event of a Change in Control during the Period of Employment (each as defined in the Employment Agreement), any unvested portions of this Option shall fully vest and become exercisable on the date of the Change in Control. Furthermore, any unvested portions of this Option shall fully vest and become exercisable on the date the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or by the Optionee for Good Reason (as defined in the Employment Agreement) or on the date the Optionee's employment is terminated due to death or Disability (as defined in the Employment Agreement). A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Shares.

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement Sections 5 and 15 of Exhibit A and any acceleration provisions set forth below, the Restricted Stock Units will vest in accordance with the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified dateschedule: (a) twentyTwenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) Restricted Stock Units will vest on each yearly anniversary of the Warrant Vesting Commencement Date (each, a “Vesting Date ”), in each case subject to Participant continuing to be a Service Provider through the applicable Vesting Date. In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares upon hereunder will immediately be forfeited and terminated. If Participant does not wish to receive this Award and/or does not consent and agree to the earlier terms and conditions on which the Award is offered, as set forth in this Award Agreement, including the Terms and Conditions of completion of pre-clinical toxicology in support of an investigational new drug application Restricted Stock Unit Award, attached hereto as Exhibit A, then Participant must reject the Award by notifying the Company at Accuray Incorporated, Attention Stock Administration, 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000 no later than the fifteenth ("IND"15th) filing or March 31, 1998; (c) twenty-five percent (25%) day of the Warrant Shares month following the Date of Xxxxx, in which case the Award will be cancelled. Participant’s failure to notify the Company of his or her rejection of the Award within this specified period will constitute Participant’s acceptance of the Award and his or her agreement with all terms and conditions of the Award, as set forth in this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Award, attached hereto as Exhibit A. INDUCEMENT RSU AGREEMENT Participant has reviewed this Award Agreement in its entirety, has had an opportunity to obtain the advice of counsel, and fully understands all provisions of this Award Agreement. By accepting this Award, Participant hereby agrees (i) to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to t h e Award Agreement, (ii) to notify the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30Company upon any change in my residence address, 1998; and (diii) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent required by Section 10 of Exhibit A, the sale of Shares to cover the Tax-Related Items (and any then unexercised portion associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the vested Increments, until Administrator or pursuant to the Expiration Date (as defined in Section 3 of this Warrant Agreement)Administrator’s express written consent.

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement will the terms of the Restricted Stock Unit Agreement, the RSU Award shall vest in four equal installments on each of March 9, 2015, 2016, 2017 and 2018, subject to Participant’s continued status as an Employee, Independent Director or Consultant of the following increments Company or any Parent or Subsidiary on the applicable vesting date. By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Agreement. The Company has entered into an Agreement and Plan of Merger with Mallinckrodt public limited company (“Parent”) and Xxxxxxx Xxxxxx Sub, Inc., dated as of February 10, 2014 (the "Increments") upon “Merger Agreement”). This RSU Award is subject to Participant’s timely acceptance in accordance with this paragraph. Unless Participant accepts this RSU Award by the occurrence earlier of three months following the Grant Date or the Effective Date of the specified event (collectively, the "Events"), with respect to a Licensed Product Merger (as such terms are defined in the License Merger Agreement) (the “Acceptance Deadline”), or this RSU Award will be cancelled automatically, and Participant will have no further right under this Agreement to any RSUs awarded under this RSU Award. It is solely Participant’s responsibility to take appropriate action by the specified dateAcceptance Deadline to accept this RSU Award. CADENCE PHARMACEUTICALS, INC. PARTICIPANT By: By: Print Name: Print Title: Name: Address: Address: EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Unit Award Grant Notice (athe “Grant Notice”) twenty-five percent to which this Restricted Stock Unit Award Agreement (25%this “Agreement”) is attached, the Company has granted to Participant the right to receive the number of RSUs set forth in the Grant Notice, subject to all of the Warrant Shares upon the earlier of demonstration of efficacy terms and conditions set forth in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that Grant Notice and the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Plan.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in Shares shall vest, and the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events")Restrictions thereon shall lapse, with respect to a Licensed Product one-half (as defined in the License Agreement), or the specified date: (a) twenty-five percent (2550%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) on each of the Warrant Shares upon Vesting Commencement Date and the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) first anniversary of the Warrant Shares upon Vesting Commencement Date, subject to the earlier Participant’s continued service through the applicable vesting date. Notwithstanding anything contained herein to the contrary, if the Participant experiences a Termination of initiation of a Phase I Service (i) by the Company without Cause (as defined below) or a Phase I/II clinical trial or June 30, 1998; and (dii) twenty-five percent (25%) by reason of the Warrant Shares upon the earlier of completion of a Phase I Participant’s death or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement Disability (and does not voluntarily revoke that notice of termination by written notice to the other partyas defined below), pursuant to Section 12 then all of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant Shares subject to this SectionAward shall vest, and the then unvested Increments will not vest andRestrictions thereon shall lapse, as of on the date of such termination notice Termination of Service. By his or terminationher signature and the Company’s signature below, this Warrant Agreement will the Participant agrees to be null bound by the terms and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination conditions of the License Plan, the Restricted Stock Agreement under Section 12 of and this Grant Notice. The Participant has reviewed the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. The Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice or termination will vest Plan upon any questions arising under the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsPlan, this Warrant Agreement will continue to be exercisableGrant Notice and/or the Restricted Stock Agreement. AUTOZONE, INC.: PARTICIPANT: By: /s/ Xxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx Print Name: Xxx Xxxxxx Print Name: Xxxxxx Xxxxx Title: Sr. VP, HR Address: P.O. Box 384 Pickwick Dam, TN 38365 By: /s/ Xxxxx X. Xxxxxxxxx Print Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President, General Counsel and Secretary EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE AUTOZONE, INC. RESTRICTED STOCK AWARD AGREEMENT Pursuant to the extent Restricted Stock Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Award Agreement (the “Agreement”) is attached, AutoZone, Inc., a Nevada corporation (the “Company”) has granted to the Participant the number of any then unexercised portion shares of Restricted Stock (the vested Increments“Shares”) under the AutoZone, until Inc. 2011 Equity Incentive Award Plan, as amended from time to time (the Expiration Date (“Plan”), as defined set forth in Section 3 of this Warrant Agreement)the Grant Notice.

Vesting Schedule. The Holder's right Subject to exercise the limitations set forth in this warrant Agreement will Letter, the Plan and the Initial Option Agreement, the Option shall vest and become exercisable, in whole or in part, in accordance with the following increments (schedule: Date of Vesting: Percentage of Award Vested: Date of Award 25 % 6 Months after Award 50 % 1st Anniversary of Award 75 % 18 Months after Award 100 % provided, that if your Continuous Service is terminated without Cause by the "Increments") upon Company or for Good Reason by you, if such termination occurs after the occurrence first anniversary of the specified event (collectively, the "Events"), with respect to a Licensed Product Effective Date (as defined in the License Employment Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates but prior to the vesting in full of this Warrant Agreement pursuant to this Sectionsecond anniversary thereof, the then unvested Increments will not vest and, as 50% of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested IncrementsOption shall accelerate and vest immediately upon such termination. STG GROUP, until INC. By: Title: THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST AND BECOME EXERCISABLE, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). The Grantee acknowledges receipt of a copy of the Expiration Date (as defined Plan and the Option Agreement, and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in Section 3 their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Warrant Notice, the Plan and the Option Agreement). The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Option Agreement shall be resolved by the Administrator in accordance with Section 13 of the Option Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 14 of the Option Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. Dated: Signed: Grantee STG GROUP, INC. (FORMERLY GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.) 2015 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following increments schedule: Twenty-five percent (the "Increments"25%) upon the occurrence of the specified event Restricted Stock Units will vest on the first (collectively, 1st) anniversary of the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) Date of Grant and twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) Restricted Stock Units will vest on each anniversary of the Warrant Shares upon Date of Grant thereafter, so that all Restricted Stock Units will be fully vested on the earlier of completion of prefour-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) year anniversary of the Warrant Date of Grant. In the event Participant ceases to provide Service for any or no reason before the applicable vesting dates set forth above, then Participant's right to acquire any Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void hereunder with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, Restricted Stock Units that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were remain unvested as of the date Participant ceases to provide Service will immediately terminate. By Participant's signature and the signature of the termination notice or termination will vest upon representative of Bridgepoint Education, Inc. (the earlier “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the respective Events or such respective dates Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, all of which are reasonably agreed to by the parties or determined as made a part of this document. Participant has reviewed the arbitration)Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. If Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after upon any Increment vests, this Warrant Agreement will continue to be exercisable, questions relating to the extent of Plan and Award Agreement. Participant further agrees to notify the Company upon any then unexercised portion of change in the vested Incrementsresidence address indicated below. PARTICIPANT: BRIDGEPOINT EDUCATION, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).INC. _________________________________ _________________________________ Signature By _________________________________ _________________________________ Print Name Title Residence Address: _________________________________ _________________________________

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the date indicated below provided that Optionee remains employed by the Company on such date: =============================================== Vesting Schedule A =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 400,000 (100%) February 13, 2009 =============================================== Notwithstanding the foregoing, upon the closing (the "Closing") of the Securities Purchase Agreement (the "Securities Purchase Agreement") by and among Patriot American Hospitality, Inc., Wyndham International, Inc., Patriot American Hospitality Partnership, L.P. and the Investors named therein dated as of February 28, 1999, as amended from time to time, the foregoing vesting schedule shall not apply and except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Paired Shares on the dates indicated below provided that Optionee remains employed by the Company on such dates: =============================================== Vesting Schedule B =============================================== Number of Paired Shares Exercisable Vesting Date ----------------------------------------------- 80,000 (20%) 1 year after Date of Grant ----------------------------------------------- 80,000 (20%) 2 years after Date of Grant ----------------------------------------------- 80,000 (20%) 3 years after Date of Grant ----------------------------------------------- 80,000 (20%) 4 years after Date of Grant ----------------------------------------------- 80,000 (20%) 5 years after Date of Grant =============================================== In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months of such Change in Control, the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement)), any unvested portions of this Option shall fully vest and become exercisable. Notwithstanding the foregoing, the purchase of securities by the Investors pursuant to the Securities Purchase Agreement shall not be deemed to be a Change in Control. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Paired Shares.

Vesting Schedule. The Holder's right Option shall be earned and vest as described in Exhibit B The Participant will be deemed to exercise this warrant Agreement will vest in have accepted the following increments (Option and agreed to be bound by the "Increments") upon the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events")Agreement and this Grant Notice, with respect to a Licensed Product (as defined in unless the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either Participant informs the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of writing within 30 days immediately following the date of the termination notice Company’s electronic or termination will vest upon other written notification to the earlier Participant of the respective Events or such respective dates as are reasonably agreed grant of the Option (the “Notification Date”) that the Participant wishes to reject the Option. Failure to notify the Company in writing of the Participant’s rejection of the Option during this 30-day period will result in the Participant’s acceptance of the Option and the Participant’s agreement to be bound by the parties or determined as a part terms and conditions of the arbitration)Plan, the Agreement and this Grant Notice. If In addition, the Participant may accept the Option and agree to be bound by the terms and conditions of the Plan, the Agreement and the Grant Notice by signing below following the Notification Date. By accepting the Option, Participant agrees that he or she has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Option and fully understands all provisions of the Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Grant Notice or the Agreement. FUNKO, INC. PARTICIPANT By: _____________ By: _____________ Print Name: _____________ Print Name: _____________ Title: _____________ EXHIBIT A TO STOCK OPTION GRANT NOTICE STOCK OPTION AGREEMENT Pursuant to the Grant Notice to which this Agreement is attached, the Company or has granted to Participant an Option under the Holder Cancels Plan to purchase the License Agreement or number of Shares set forth in the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Grant Notice.

Vesting Schedule. The Holder's right shares of Common Stock subject to exercise this warrant Agreement will the Option (rounded down to the next whole number of shares) shall vest and become exercisable on the dates and in the following increments (amounts indicated in Exhibit B to this Grant Notice. By his or her signature and the "Increments") upon Company’s signature below, Hxxxxx agrees to be bound by the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Stock Option Agreement and this Grant Notice. Holder has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Stock Option Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement will similarly be reinstatedand the Plan. Holder hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice or termination will vest Plan upon any questions arising under the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company Plan or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsOption. LEAP WIRELESS INTERNATIONAL, this Warrant Agreement will continue to be exercisableINC. HOLDER: By: /s/ S. Xxxxxxx Xxxxxxxxx By: /s/ Axxxx X. Xxxxxxxx Print Name: S. Xxxxxxx Xxxxxxxxx Print Name: Axxxx X. Xxxxxxxx Title: President & CEO Title: Executive VP & Chief Marketing Officer Address: 10307 Pacific Center Court Address: 600 Xxxxxxxxxx Xxxxx San Diego, California 92121 Lake Forest, IL 60045 [*] CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXHIBIT A TO STOCK OPTION GRANT NOTICE NON-QUALIFIED STOCK OPTION AGREEMENT Pursuant to the extent Stock Option Grant Notice (“Grant Notice”) to which this Non-Qualified Stock Option Agreement (this “Agreement”) is attached, Leap Wireless International, Inc. (the “Company”) has granted to Holder an option under the Company’s 2004 Stock Option, Restricted Stock and Deferred Stock Unit Plan (the “Plan”) to purchase the number of any then unexercised portion shares of Common Stock indicated in the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Grant Notice.

Vesting Schedule. The HolderNo portion of this Option may be exercised until such portion shall have vested. Except as set forth in Section 3 of this Agreement, this Option shall be vested and exercisable with respect to the following number of Shares on the dates indicated below: Vesting Schedule --------------------------------------------------------------------------------------- Number of Shares Exercisable Vesting Date ---------------------------------------------------------------------------------------- 200,000 (20%) 1 year after Date of Grant ---------------------------------------------------------------------------------------- 200,000 (20%) 2 years after Date of Grant ---------------------------------------------------------------------------------------- 200,000 (20%) 3 years after Date of Grant ---------------------------------------------------------------------------------------- 200,000 (20%) 4 years after Date of Grant ---------------------------------------------------------------------------------------- 200,000 (20%) 5 years after Date of Grant ---------------------------------------------------------------------------------------- Notwithstanding the foregoing, if the Company achieves 100% of its internal budgeted EBITDA for 2000, then the following vesting schedule shall instead apply and the Option shall be vested and exercisable with respect to the following number of Shares on the dates indicated below: Alternative Vesting Schedule --------------------------------------------------------------------------------------- Number of Shares Exercisable Vesting Date --------------------------------------------------------------------------------------- 250,000 (25%) 1 year after Date of Grant --------------------------------------------------------------------------------------- 250,000 (25%) 2 years after Date of Grant --------------------------------------------------------------------------------------- 250,000 (25%) 3 years after Date of Grant --------------------------------------------------------------------------------------- 250,000 (25%) 4 years after Date of Grant --------------------------------------------------------------------------------------- In the event of a Change in Control of the Company (as defined in the Employment Agreement), the vesting date for any unvested portions of the Option shall be accelerated by two years. In the event of a Change in Control of the Company (as defined in the Employment Agreement), if within 18 months after such Change in Control the Optionee's employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement), any unvested portions of this Option shall fully vest and become exercisable. A partial exercise of this Option shall not affect Optionee's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), Option with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)remaining Shares.

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence Except as otherwise provided herein, an amount of the specified event (collectively, the "Events"), with respect to a Licensed Product Unvested Securities (as defined below) shall vest on the date hereof and on each of the first four anniversaries of the date hereof, such that the Executive Securities shall be vested on each such date in accordance with the License Agreementfollowing schedule: ------------------------------------------------------------------------------------------------ Cumulative Percentage of Executive Date Securities Vested on Such Date -------------- ---------------------------------------- ------------------------------------------------------------------------------------------------ The date hereof 20% ------------------------------------------------------------------------------------------------ The first anniversary of the date hereof 40% ------------------------------------------------------------------------------------------------ The second anniversary of the date hereof 60% ------------------------------------------------------------------------------------------------ The third anniversary of the date hereof 80% ------------------------------------------------------------------------------------------------ The fourth anniversary of the date hereof 100% ------------------------------------------------------------------------------------------------ Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above vesting schedule shall cease and no Unvested Securities (as defined below) shall vest after the date on which Executive's employment with the Company and its Subsidiaries terminates for any reason; provided that if Executive's employment is terminated by the Company without Cause, the Executive Securities shall thereafter continue to vest in accordance with the above schedule so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall cease, and no Unvested Securities (as defined below) shall vest on or after the date of the first such breach), . In the event the LLC or the specified date: (a) twenty-five percent (25%) Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is subject to the dispute resolution provisions set forth in paragraph 6, vesting shall be tolled upon the date of the Warrant Shares upon the earlier allegation of demonstration of efficacy in such breach; provided that (i) if it is ultimately resolved under paragraph 6 that Executive has committed a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this SectionVesting Termination Breach, the then unvested Increments will not vest and, as of tolling shall become a permanent cessation such that vesting shall have forever ceased upon the date of such termination notice or terminationallegation, this Warrant Agreement will be null and void with respect (ii) if it is ultimately resolved under paragraph 6 that Executive did not commit a Vesting Termination Breach, a number of Unvested Securities shall vest giving retroactive effect to such unvested Increments (notwithstanding any notice period or period staying termination vesting schedule such that there shall exist a number of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that Vested Securities as if the License Agreement is reinstated voluntarily by both parties or through arbitration vesting schedule had not been tolled as a result of such allegations. Executive Securities which have become vested pursuant to Section 12 of the License Agreement, the Warrant this Agreement will similarly be reinstated, except that the Increments that were unvested are referred to herein as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates "Vested Securities," and all other Executive Securities are referred to herein as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)"Unvested Securities."

Vesting Schedule. The Holder's Subject to all of the terms and conditions set forth in this Agreement and the Plan, your right to exercise purchase Shares under this warrant Agreement will Option shall vest as follows: 1/3 of the Shares on each of the 1/st/, 2/nd/ and 3/rd/ Anniversaries of the Option Grant Date. No Shares shall vest in any event after your employment with the following increments Company and all Subsidiaries (the "IncrementsService") upon has Terminated for any reason. By signing the occurrence cover sheet of this Agreement, you agree to all of the specified terms and conditions described in this Agreement and in the Plan. Optionee: /s/ Xxxx X. Xxxxxxx ------------------------------------------------ Xxxx X. Xxxxxxx Company: By: /s/ Xxxxxx X. Xxxxx, Xx. --------------------------------------------- Xxxxxx X. Xxxxx, Xx., Senior Vice President DOMINION HOMES, INC. STOCK OPTION AGREEMENT (Employees' Nonqualified Stock Option) ------------------------------------ The Plan and Other Agreements The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event (collectivelythat any provision in this Agreement conflicts with any term in the Plan, the "Events"), term in the Plan shall be deemed controlling. Certain capitalized terms used in this Agreement are defined in the Plan. Nonqualified Stock Option This Option is not intended to qualify as an Incentive Stock Option under section 422 of the Code and shall be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to a Licensed Product the vested portion of this Option. This Option will vest according to the Vesting Schedule on the cover sheet. Term This Option will expire in any event at the close of business at Company headquarters on the day before the ten (10) year anniversary of the Option Grant Date, as defined shown on the cover sheet. This Option will expire earlier if you Terminate, as described below. Regular Termination If you Terminate for any reason, other than because of your death, Disability or Retirement or because you were Terminated for Cause, then this Option will expire at the close of business at the Company's headquarters on the ninetieth (90/th/) day after your Termination (or, if earlier, the expiration date specified in the License Agreementcover sheet). This Option will not continue to vest during such ninety (90) day period but you may exercise any Shares which were vested as of your Termination during such ninety (90) day period. Terminated for Cause If you are Terminated for Cause, or as determined by the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy Committee in a pre-clinical animal model of cardiac ischemia or December 31its sole discretion, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; then this Option will immediately expire and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant you will immediately forfeit all rights to this SectionOption. Death If you Terminate because of your death, then this Option will expire at the then unvested Increments will not vest and, as close of business at the Company's headquarters on the date twelve (12) months after the date of such termination notice death (or, if earlier, the expiration date specified in the cover sheet). Your estate or terminationheirs may exercise this Option at any time during this period. Disability If you Terminate because of your Disability, this Warrant Agreement Option will be null and void with respect to such unvested Increments expire at the close of business at Company headquarters on the date twelve (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED12) months after your Termination (or, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreementearlier, the Warrant Agreement will similarly be reinstated, except that expiration date specified in the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreementcover sheet).

Vesting Schedule. The Holder's right to exercise this warrant Agreement will This Award shall vest in accordance with the following increments (vesting schedule set forth on Exhibit C attached hereto. By his or her signature, Participant agrees to be bound by the "Increments") upon the occurrence terms and conditions of the specified event (collectivelyPlan, the "Events"), with respect to a Licensed Product (as defined in Restricted Stock Agreement and this Grant Notice. Participant has reviewed the License Agreement), or the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Restricted Stock Agreement, the Warrant Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Agreement will similarly be reinstatedand the Plan. Participant hereby agrees to accept as binding, except that the Increments that were unvested as conclusive and final all decisions or interpretations of the date Administrator of the termination notice Plan upon any questions arising under the Plan, this Grant Notice or termination will vest upon the earlier Restricted Stock Agreement. AMERICAN ASSETS TRUST, INC. PARTICIPANT By: By: Xxxx Xxxx, SVP 00000 Xx Xxxxxx Xxxx, #000 Xxx Xxxxx, XX 00000 [__________] 00000 Xx Xxxxxx Xxxx, #000 Xxx Xxxxx, XX 00000 Executive Version (12-18) EXHIBIT A TO RESTRICTED STOCK AWARD GRANT NOTICE RESTRICTED STOCK AWARD AGREEMENT Pursuant to the Restricted Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached, American Assets Trust, Inc., a Maryland corporation (the “Company”), has granted to Participant the right to purchase the number of shares of Restricted Stock under the Company’s 2011 Equity Incentive Award Plan (the “Plan”) indicated in the Grant Notice. The Shares are subject to the terms and conditions of the respective Events or such respective dates as Plan which are reasonably agreed to incorporated herein by reference. Capitalized terms not specifically defined herein shall have the parties or determined as a part of meanings specified in the arbitration)Plan and the Grant Notice. If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).ARTICLE I

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement any acceleration provisions contained in the Plan, a Management Retention Agreement, as applicable, or set forth below, the Restricted Stock Units will vest in accordance with the following increments schedule: “Company Vest Dates” are February 15, May 15, August 15 and November 15 of each year, provided, however that if a Company Vest Dates would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date. Twenty-five percent (25%) of the Restricted Stock Units will vest on the first Company Vest Date following the first anniversary of the Date of Grant (the "Increments") upon the occurrence of the specified event (collectively, the "Events"“Initial Vest Date”), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) and twenty-five percent (25%) of the Warrant Restricted Stock Units will vest each year thereafter on the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to Participant continuing to be a Service Provider through each such date. In the event Participant ceases to be a Service Provider for any reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares upon hereunder will immediately terminate. By Participant’s signature and the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) signature of the Warrant Shares upon representative of Marketo, Inc. (the earlier “Company”) below, Participant and the Company agree that this Award of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) Restricted Stock Units is granted under and governed by the terms and conditions of the Warrant Shares upon Plan and this Award Agreement, including the earlier Terms and Conditions of initiation of a Phase I or a Phase I/II clinical trial or June 30Restricted Stock Unit Grant for Non-U.S. Participants, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Sectionattached hereto as Exhibit A, the then unvested Increments will not vest andCountry-Specific Provisions of Restricted Stock Unit Grant for Non-U.S. Participants, attached hereto as Exhibit B, all of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as which are reasonably agreed to by the parties or determined as made a part of this document. By accepting this Award, Participant expressly consents to the arbitration)sale of Shares to cover the Tax-Related Items (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. If Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company or upon any change in the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsresidence address indicated below. PARTICIPANT: MARKETO, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).INC. Signature By Print Name Title Residence Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT FOR NON-U.S. PARTICIPANTS

Vesting Schedule. The Holder's right Shares subject to exercise this warrant Agreement will Option shall vest in according to the following increments schedule, subject to any acceleration provided in Optionee's employment agreement with the Company, or in Optionee's letter agreement with the Company dated May 13, 2013 (the "Increments") upon the occurrence of the specified event (collectivelytogether, the "EventsSupporting Agreements"): Number of Shares Subject to Options Vesting Date 62,500 (representing 25% of total number of shares covered by the Option) July l, 201 3 5,208.33 (representing 1 /48 of the total number of shares covered by the Option) The first calendar day of each month for 36 consecutive months beginning on August 1, 2013 Optionee's Supporting Agreements are incorporated herein and in the Option Agreement by reference. In the event of any conflict between the Supporting Agreements and this Grant Notice, the Option Agreement or the Plan, the terms of the Supporting Agreements shall control. By his or her signature below, Optionee agrees to be bound by the terms and conditions of the Plan, the Option Agreement, and this Grant Notice. Optionee has reviewed the Plan (including Sections 10(j) ("Non-competition "), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a11(h) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twentyLock-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License AgreementU p Period "), 11(i) ("Right of First Refusal ") and 11(j) ("Take-Along Rights") thereof), the Option Agreement, and this Grant Notice in their entirety and fully understands the provisions of this Grant Notice, the Option Agreement, and the Plan. Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the License Administrator of the Plan upon any questions arising under the Plan , the Option Agreement otherwise terminates , and this Grant Notice. Optionee hereby acknowledges and agrees that the Plan, this Grant Notice and the Option Agreement replace in their entirety any prior plan, grant notice or option agreement relating to the vesting in full of this Warrant Agreement pursuant to this Sectionoriginal option. GRUBHUB SEAMLESS INC.: OPTIONEE: By: /s/ Xxxx XxXxxx By: /s/ Xxxxx Xxxxxxx Name: Xxxx XxXxxx Name: Xxxxx Xxxxxxx Title: CFO Address: Address: 0000 Xxxxxx xx xxx Xxxxxxxx Email Address: xxxxxxxx@xxxxxxxx.xxx 15th Floor New York, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, NY 10018 EXHIBIT A STOCK OPTION AGREEMENT Pursuant to the extent of any then unexercised portion of Stock Option Grant Notice (the vested Increments“Grant Notice”) to which this Stock Option Agreement (the “Agreement”) is attached, until GrubHub Seamless Inc., a Delaware corporation (the Expiration Date “Company”), has granted to Optionee (as defined set forth in Section 3 the Grant Notice) an option to purchase the number of this Warrant Agreementshares of Common Stock (“Shares”) under the GrubHub Seamless Inc. 2013 Omnibus Incentive Plan (the “Plan”) indicated in the Grant Notice, at the exercise price per share set forth in the Grant Notice (the “Exercise Price”).

Vesting Schedule. The Holder's right Subject to exercise this warrant Agreement any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following increments schedule: [A number of Restricted Stock Units designated in the Table below will vest for each calendar quarter based on the corresponding “Minimum Quarterly Revenue Achievement” level achieved for the quarter. If the specified minimum level is met, the designated number of Restricted Stock Units will vest following the close of each quarter two trading days after Valence Technology, Inc. (the "Increments"“Company”) upon files its Form 10-Q Quarterly Report or its Form 10-K Annual Report, for such period. However, should the occurrence market value of the specified event (collectivelyRestricted Stock Unit shares that vest on such vesting date be lower than the predetermined “Minimum Award Value” for the quarter in which earned, the "Events")Company will pay an additional cash award, with respect to a Licensed Product (as defined in the License Agreement)next payroll period following the vesting date, or equal to the specified date: (a) twenty-five percent (25%) difference between the predetermined “Minimum Award Value” for that quarter and the market value of the Warrant shares that vest on the vesting date.] Revenue Goals and Awards Fiscal Year 2012 Minimum Quarterly Revenue Achievement Number of Shares upon Minimum Award Value $_______ _____ shares $______ $_______ _____ shares $______ $_______ _____ shares $______ $_______ _____ shares $______ $_______ _____ shares $______ $_______ _____ shares $______ In the earlier event Participant ceases to be an Employee or Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any shares of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia Company Common Stock (the “Shares”) or December 31, 1997; (b) twenty-five percent (25%) receive payments hereunder will immediately terminate. By Participant’s signature and the signature of the Warrant Shares upon Company below, Participant and the earlier Company agree that this Award of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) Restricted Stock Units is granted under and governed by the terms and conditions of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; Plan and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Award Agreement, including the Warrant Agreement will similarly be reinstatedTerms and Conditions of Restricted Stock Unit Grant, except that the Increments that were unvested attached hereto as Exhibit A, all of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as which are reasonably agreed to by the parties or determined as made a part of this document. Participant has reviewed the arbitration)Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. If Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company or upon any change in the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vestsresidence address indicated below. PARTICIPANT: VALENCE TECHNOLOGY, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement).INC. --------- Signature By --------- Print Name Title Residence Address: EXHIBIT A

Vesting Schedule. The Holder's right to exercise this warrant Agreement will vest in the following increments (the "Increments") upon the occurrence of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twentyTwenty-five four percent (2524%) of the Warrant Shares upon shares subject to this Option shall vest twelve (12) months after the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31Vesting Commencement Date, 1997; (b) twenty-five and two percent (252%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) shares subject to this Option shall vest on each monthly anniversary of the Warrant Vesting Commencement Date thereafter, subject to the Optionee continuing to be an employee or consultant unless otherwise provided in this Award Document. The actual vesting dates and vesting periods for this Option are reflected below: Total Shares upon Vesting in Period Vesting Frequency Period End Date «shares1» «vtype1» «vdate1» «shares2» «vtype2» «vdate2» «shares3» «vtype3» «vdate3» «shares4» «vtype4» «vdate4» «shares5» «vtype5» «vdate5» «shares6» «vtype6» «vdate6» By your signature and the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) signature of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30Company's representative below, 1999. If either you and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Document, that this Option is granted for no consideration other than your services and your agreements set forth in this Award Document. Optionee hereby agrees to comply with the terms and conditions of the Plan and this Award Document and accepts as binding, conclusive and final all decisions or interpretations of the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice Committee upon any questions relating to the other party)Plan and/or this Award Document. MIPS TECHNOLOGIES, pursuant INC. OPTIONEE By: By: Name: Date: Date: Please return one fully executed original of this Award Document to Section 12 the Stock Administration Department, Attention: . The copy is for your files. NOTICE OF STOCK OPTION GRANT Form for Employee Renewals Optionee: «first» «middle» «last» The Compensation Committee of the License Agreement Board of Directors of MIPS Technologies, Inc. (the "Cancels the License AgreementCompany"), or has awarded you an option (the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, "Option") effective as of the date Date of such termination notice or termination, this Warrant Agreement will be null and void with respect Grant set forth below to such unvested Increments (notwithstanding any notice period or period staying termination purchase the number of shares of the License Agreement Company's common stock (the "Common Stock") set forth below under Section 12 the MIPS Technologies, Inc. 1998 Long-Term Incentive Plan (the "Plan"), subject to the terms and conditions of the License Agreement; PROVIDEDPlan and this Award Document, HOWEVER, that if the License Agreement which is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 comprised of this Warrant Notice of Stock Option Grant and the attached Stock Option Agreement).

Vesting Schedule. The Holder's Subject to any acceleration provisions contained in the Plan, this Award Agreement, or any other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Company, as applicable) governing the terms of this Award, the Shares of Restricted Stock will be scheduled to vest and the Company’s right to exercise this warrant Agreement reacquire the Restricted Stock will vest be scheduled to lapse in accordance with the following increments (schedule: By Participant’s signature and the "Increments") upon the occurrence signature of the specified event (collectively, the "Events"), with respect to a Licensed Product (as defined in the License Agreement), or the specified date: (a) twenty-five percent (25%) representative of the Warrant Shares upon Company below, Participant and the earlier Company agree that this Award of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) Restricted Stock is granted under and governed by the terms and conditions of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; Plan and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Award Agreement, including the Warrant Agreement will similarly be reinstatedTerms and Conditions of Restricted Stock Grant, except that the Increments that were unvested attached hereto as Exhibit A, and all other exhibits, appendices and addenda attached hereto, all of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as which are reasonably agreed to by the parties or determined as made a part of this document. Participant acknowledges receipt of a copy of the arbitration)Plan. If Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Award Agreement. Participant further agrees to notify the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after upon any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined change in Section 3 of this Warrant Agreement).Participant’s residence address indicated below. PARTICIPANT SARCOS TECHNOLOGY AND ROBOTICS CORPORATION ______________________________ ______________________________ Signature Signature ______________________________ ______________________________ Print Name Print Name ______________________________ Title Residence Address: ______________________________ ______________________________ EXHIBIT A SARCOS TECHNOLOGY AND ROBOTICS CORPORATION 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT

Vesting Schedule. The Holder's Subject to all of the terms and conditions set forth in this Agreement and the Plan, your right to exercise purchase Shares under this warrant Agreement will Option shall vest as follows: 1/3 of the Shares on each of the 1/st/, 2/nd/ and 3/rd/ Anniversaries of the Option Grant Date. No Shares shall vest in any event after your employment with the following increments Company and all Subsidiaries (the "IncrementsService") upon has Terminated for any reason. By signing the occurrence cover sheet of this Agreement, you agree to all of the specified terms and conditions described in this Agreement and in the Plan. Optionee: /s/ Xxxx X. Xxxxxxxxx ------------------------------------------------ Xxxx X. Xxxxxxxxx Company: By: /s/ Xxxxxx X. Xxxxx, Xx. --------------------------------------------- Xxxxxx X. Xxxxx, Xx., Senior Vice President DOMINION HOMES, INC. STOCK OPTION AGREEMENT (Employees' Nonqualified Stock Option) ------------------------------------ The Plan and Other Agreements The text of the Plan, as it may be amended from time to time, is incorporated in this Agreement by reference. This Agreement (which includes the cover sheet) and the Plan constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. In the event (collectivelythat any provision in this Agreement conflicts with any term in the Plan, the "Events"), term in the Plan shall be deemed controlling. Certain capitalized terms used in this Agreement are defined in the Plan. Nonqualified Stock Option This Option is not intended to qualify as an Incentive Stock Option under section 422 of the Code and shall be interpreted accordingly. Vesting This Option is only exercisable before it expires and then only with respect to a Licensed Product the vested portion of this Option. This Option will vest according to the Vesting Schedule on the cover sheet. Term This Option will expire in any event at the close of business at Company headquarters on the day before the ten (10) year anniversary of the Option Grant Date, as defined shown on the cover sheet. This Option will expire earlier if you Terminate, as described below. Regular Termination If you Terminate for any reason, other than because of your death, Disability or Retirement or because you were Terminated for Cause, then this Option will expire at the close of business at the Company's headquarters on the ninetieth (90/th/) day after your Termination (or, if earlier, the expiration date specified in the License Agreementcover sheet). This Option will not continue to vest during such ninety (90) day period but you may exercise any Shares which were vested as of your Termination during such ninety (90) day period. Terminated for Cause If you are Terminated for Cause, or as determined by the specified date: (a) twenty-five percent (25%) of the Warrant Shares upon the earlier of demonstration of efficacy Committee in a pre-clinical animal model of cardiac ischemia or December 31its sole discretion, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; then this Option will immediately expire and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant you will immediately forfeit all rights to this SectionOption. Death If you Terminate because of your death, then this Option will expire at the then unvested Increments will not vest and, as close of business at the Company's headquarters on the date twelve (12) months after the date of such termination notice death (or, if earlier, the expiration date specified in the cover sheet). Your estate or terminationheirs may exercise this Option at any time during this period. Disability If you Terminate because of your Disability, this Warrant Agreement Option will be null and void with respect to such unvested Increments expire at the close of business at Company headquarters on the date twelve (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED12) months after your Termination (or, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreementearlier, the Warrant Agreement will similarly be reinstated, except that expiration date specified in the Increments that were unvested as of the date of the termination notice or termination will vest upon the earlier of the respective Events or such respective dates as are reasonably agreed to by the parties or determined as a part of the arbitration). If the Company or the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreementcover sheet).

Vesting Schedule. The Holder's Subject to all the terms of the attached Agreement, your right to exercise purchase Shares under this warrant Option vests in full on May 16, 2005, or earlier as follows: 20% of the Option shall vest at the time the Share price reaches or exceeds $26.18 on each of any 20 trading days during any period of 30 consecutive trading days; an additional 25% of the Option shall vest at the time the Share price reaches or exceeds $29.75 on each of any 20 trading days during any period of 30 consecutive trading days; an additional 25% of the Option shall vest at the time the Share price reaches or exceeds $33.32 on each of any 20 trading days during any period of 30 consecutive trading days; and the remaining 30% of the Option shall vest at the time the Share price reaches or exceeds $39.27 on each of any 20 days during any period of 30 consecutive trading days. Other provisions of this Agreement will vest affect the vesting of, and your ability to exercise, your Option. BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THE ATTACHED AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO ENCLOSED. Optionee: /s/ Izak Bencuya ----------------------------------- (Signature) Company: /s/ Kirk Pond ------------------------------------ (Signature) Title: President, CEO, Chairman Attachment FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. 0000 XXXXUTIVE STOCK OPTION PLAN NONSTATUTORY STOCK OPTION AGREEMENT THE PLAN AND The text of the Plan is incorporated in this Agreement by OTHER AGREEMENTS reference. Certain capitalized terms used in this Agreement are defined in the following increments (Plan. This Agreement and the "Increments") upon Plan constitute the occurrence entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. NONSTATUTORY This Option is not intended to be an Incentive Stock STOCK OPTION Option under section 422 of the specified event (collectively, the "Events"), Internal Revenue Code and will be interpreted accordingly. VESTING This Option is only exercisable before it expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the attached cover sheet. TERM Your Option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. Your Option may expire earlier if your Service terminates, as described below. TERMINATION OF If your Service with the Company terminates for any SERVICE reason, you shall immediately forfeit all rights to the unvested portion of your Option, and your right (or the right of your estate, executor or representative) to exercise the vested portion of your Option after termination shall be governed by the terms of the Company's Restated Stock Option Plan as if the Option had been granted under that plan. CHANGE IN CONTROL In the event that you are employed by the Company at the time of a Licensed Product (Change in Control, as defined in the License Agreement)below, or the specified date: (a) twenty-five percent (25%) of the Warrant Shares your Option shall fully vest upon the earlier of demonstration of efficacy in a pre-clinical animal model of cardiac ischemia or December 31, 1997; (b) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of pre-clinical toxicology in support of an investigational new drug application ("IND") filing or March 31, 1998; (c) twenty-five percent (25%) of the Warrant Shares upon the earlier of initiation of a Phase I or a Phase I/II clinical trial or June 30, 1998; and (d) twenty-five percent (25%) of the Warrant Shares upon the earlier of completion of a Phase I or a Phase I/II clinical trial or June 30, 1999. If either the Company or the Holder provides notice that it intends to terminate the License Agreement (and does not voluntarily revoke that notice of termination by written notice to the other party), pursuant to Section 12 of the License Agreement ("Cancels the License Agreement"), or the License Agreement otherwise terminates prior to the vesting in full of this Warrant Agreement pursuant to this Section, the then unvested Increments will not vest and, as of the date of such termination notice or termination, this Warrant Agreement will be null and void with respect to such unvested Increments (notwithstanding any notice period or period staying termination of the License Agreement under Section 12 of the License Agreement; PROVIDED, HOWEVER, that if the License Agreement is reinstated voluntarily by both parties or through arbitration pursuant to Section 12 of the License Agreement, the Warrant Agreement will similarly be reinstated, except that the Increments that were unvested as of the effective date of the termination notice or termination will vest upon Change in Control, unless the earlier of the respective Events or such respective dates as are reasonably agreed to Change in Control is initiated by the parties or determined as Company and you remain employed by the successor corporation in a part position of the arbitration). If equal rank and responsibility to your position in the Company or on the Holder Cancels the License Agreement or the License Agreement otherwise terminates after any Increment vests, this Warrant Agreement will continue to be exercisable, to the extent Date of any then unexercised portion of the vested Increments, until the Expiration Date (as defined in Section 3 of this Warrant Agreement)Option Grant.