Adjustment of the Target Amount. As soon as practicable after the end of the Performance Period, and in no event later than the last day of the first February following the Performance Period, the Committee shall determine the Performance Percentage based on the Scorecard. The Earned Bonus Percentage with respect to the Participant for the Performance Period shall be equal to the Performance Percentage so determined. The Committee shall have discretion to reduce (but not increase) the amount of the Cash Bonus determined for the Participant for the Performance Period at any time prior to the payment of either such bonus to the Participant. The Committee may, but shall not be required to, set forth in [Exhibit B] hereto such criteria (which may be subjective) to be used as the basis by the Committee to make any such reduction.

Target Incentive Amount. Each Participant’s target incentive amount for a Plan Year will be determined by the Plan Administrator, in his, her, or its discretion, and may be adjusted from time to time; provided, however, that a Participant will be deemed to have a target incentive amount of $0 for any portion of the Plan Year during which the Participant is not eligible to participate in the Plan. If a Participant is assigned more than one target incentive amount during a Plan Year, the target incentive amount used to calculate the Participant’s short-term incentive compensation for such Plan Year will equal the sum of the results obtained by multiplying each target incentive amount by the portion of the Plan Year such target incentive amount was in effect, as determined by the Plan Administrator in his, her, or its discretion.

Payment of Net Adjustment Amount. Any Net Adjustment Amount as shown on the AR/AP Statement shall be paid at the Closing as follows:

Target Number. The target number of Performance RSUs subject to this Award is (the “Target Number”). The Target Number will be divided into three (3) equal tranches, with any fractional Performance RSUs resulting from such division to be added to the final tranche so that the sum of the three tranches equals the Target Number (each, an “Award Tranche”).

Target Bonuses. Opportunities for bonuses under the Plan for each Covered Executive for any Performance Period will be established by the Compensation Committee and communicated to each Covered Executive in writing. For each Covered Executive, the Compensation Committee will have the authority to apportion the target bonus so that a portion of the target bonus will be tied to attainment of the applicable performance goal(s).

Target Bonus. Executive will be eligible for an annual target bonus (the “Target Bonus”) in an amount equal to 100% of Executive’s then-current annual Base Salary, subject to the terms and conditions of the Company Incentive Plan (“CIP”) in effect for each applicable fiscal year. The CIP for the Company’s 2023 fiscal year provides for semi-annual payments, with 40% of the Target Bonus payable for the performance period of February 1st through July 31st (the “First Half”, and such bonus, the “First Half Bonus”) and 60% of the Target Bonus payable for the performance period of August 1st through January 31st (the “Second Half”, and such bonus, the “Second Half Bonus”), with the actual bonus amounts awarded to Executive (the “Actual Bonuses”) to be earned upon achievement of performance objectives to be established by the Board for such performance periods. For the Company’s 2023 fiscal year, Executive shall be eligible for the Second Half Bonus (i.e., $600,000 at “target”), with the Actual Bonus payable with respect thereto prorated based upon the number of days Executive is employed as CEO during the Second Half. To receive payment of any Actual Bonus, Executive must be employed by the Company on the last day of the period to which such bonus relates and at the time bonuses are paid, except as set forth below in Section 7.

Target Award. The Target Award for each Target is set forth below

Target Bonus. Employee will be offered the opportunity to participate in the Company’s then-current bonus plan. Subject to and in accordance with the terms and conditions of such plan and this Section, upon achievement of all bonus-related goals and objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee (the “Bonus Objectives”), Employee shall receive a cash bonus equal to or greater than $300,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees. The Company shall have the sole discretion to # change or eliminate bonus plans or programs at any time (provided, however, that after the bonus plan and Target Bonus objectives have been established by the Board and/or the Chief Executive Officer for a given year, neither the Board nor the Chief Executive Officer shall later materially change the bonus plan or Bonus Objectives for such year to Employee’s detriment without Employee’s consent), # determine whether the Bonus Objectives for a given year have been achieved, and # determine (in accordance with this Section and such Bonus Objectives and bonus plan) the amount of bonus earned by Employee, if any. Bonuses are intended to retain valuable Company employees, and if Employee is not employed for any reason on the last day of the bonus year, he will not have earned the bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Any bonus paid pursuant to this Section 4 shall be paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the basis of a calendar year shall be between January 1 and April 15 of the calendar year following the end of the performance period; provided, however, that such bonus shall be paid no later than April 15 of such calendar year following the end of the performance period.

Target Exclusivity. Legacy shall notify Primary immediately upon the occurrence of the Target Exclusivity Expiration Date (as defined below). Primary covenants and agrees that until the earliest of # the date six (6) years following the end of the Research Term, # termination of the Existing Ag Agreement, or # the date on which Ag Partner ceases using Commercially Reasonable Efforts to develop and commercialize Ag Partner Royalty Products incorporating any Licensed VDCs or CDCs targeting, in either case, the Target (the earliest of (i), (ii), or (iii), the “Target Exclusivity Expiration Date”), neither Primary nor any Affiliate thereof shall enter into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target, provided that, notwithstanding the foregoing, this Section 2.5 shall not prohibit # any Primary Acquiring Entity or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field for the identification or generation of Metalloprotein Inhibitors intended to target the Target using Know-How or subject matter claimed in Patent Rights other than that included in Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became a Primary Acquiring Entity or # Primary or any Affiliate thereof from entering into any agreement or arrangement in the Legacy Field with a Third Party for the identification or generation of Metalloprotein Inhibitors intended to target the Target using any Primary Acquiring Entity Know-How or subject matter claimed in Primary Acquiring Entity Patents, except to the extent such Primary Acquiring Entity Know-How or Primary Acquiring Entity Patents were already included within the Metallophile™ Technology prior to the date of the transaction by which such Primary Acquiring Entity first became an Primary Acquiring Entity. For purposes of clarification but not limitation, nothing in this Agreement shall prevent Primary or any Affiliate thereof from entering into collaboration, licensing or other agreements with any Third Party(ies) # outside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity (including but not limited to the Target) or # inside the Legacy Field concerning the identification, development, or commercialization of compounds directed against any receptor, protein, peptide, or other biological or chemical entity other than the Target.

Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation) that causes the per share value of the Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the number and class of securities subject to the Award shall be equitably adjusted by the Committee. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee (or, if the Company is not the surviving corporation in any such transaction, the board of directors of the surviving corporation) to prevent dilution or enlargement of rights of participants. The decision of the Committee regarding any such adjustment and the Fair Market Value of any fractional security shall be final, binding and conclusive.