If, during the period commencing as of the Effective Date of this Agreement and ending at 3:00pm CST on Thursday, November 30, 2023 (the “Due Diligence Period”), ​ elects to proceed with the ​ Option Agreement and the HLTT Option Agreement, then upon the closing of the transactions contemplated thereby, an amount equal to one hundred percent (100%) of the Equipment Financing payments actually made by ​ shall be applied first to satisfy any amounts then owed by ​ to ​ for purchases of the Product under this Agreement, with the remaining balance, if any, applied secondarily towards the ​ Option Purchase Price (as defined in the ​ Option Agreement).

Termination In Accordance with the ​ Option Agreement and the HLTT Option Agreement. In the event the Parties consummate the ​ Option Agreement and the HLTT Option Agreement and ​ exercises its options thereunder and pays all amounts due ​ and HLTT in accordance therewith, this Agreement shall automatically terminate effective the last calendar day of the then-current month that the final balances due to ​ in accordance with the ​ Option Agreement and the final balances due to HLTT in accordance with the HLTT Option Agreement were paid.

Option. An option to purchase shares of Common Stock granted to a Participant pursuant to Section 6.

Option. On the terms and conditions set forth in the 2005 Stock Option Plan (the “Plan”) and this Stock Option Agreement (“Agreement”), [[Organization A:Organization]], a California corporation (the “Corporation”) grants to , ☐ an Employee or ☐ an Outside Director or ☐ a Consultant (the “Optionee”), on ,20 (the “Date of Grant”), the option to purchase ( ) shares of Common Stock (the “Option Shares”), at the Exercise Price per share of $ (the “Exercise Price”) (not to be less than eighty-five percent [85%] of Fair Market Value, or one hundred percent [100%] of Fair Market Value for Ten Percent Holders). This Option is intended to be ☐ an ISO (Employees only) or ☐ an NQSO. This Option will expire ☐ sixty (60) months after the Date of Grant (maximum for an ISO granted to a Ten Percent Holder) or ☐ one hundred twenty (120) months after the Date of Grant (maximum) or ☐ . Vesting of this grant shall commence on ,20 (“Initial Vest Date”).

Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of [[Organization B:Organization]] (the “Company”) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a “Plan”), my Stock Option Agreement (the “Option Agreement”) and/or my Notice of Grant of Stock Option (the “Notice”), as follows:

Option. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

Option. The Purchaser was granted an option (the “Option”) to purchase shares of Common Stock pursuant to the terms of the Plan and the Stock Option Agreement between the Company and the Purchaser dated ​, as follows:

Option. This Option is a non-qualified stock option that is intended to conform in all respects with the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “Plan”), a copy of which will be supplied to you upon your request, and the provisions of which are incorporated herein by reference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

Section # Option Agreements. As of the Closing Date and at the Closing, HLTT, Purchaser and PTG shall execute the Option Agreement attached as [Exhibit E] (the “Biotech Option”). As of the Closing Date and at the Closing, HLTT, Purchaser and PTG shall execute the Option Agreement attached as Exhibit F (the “​ Option”).

Installment Option. In the event that a Participant has timely so elected (as described below in this [Section 5.1(a)(iii)]) with respect to one or more Plan Year Accounts and/or Performance Cycle Accounts, payment of the vested balance thereof shall be made in substantially equal annual installments (each reflecting adjustments under [Sections 4.3 and 4.5]5] since the preceding payment), over such number of years not to exceed twenty (20) as the Participant shall have elected. The first such installment shall be paid on the date that payment would otherwise be made in a lump sum pursuant to [Section 5.1(a)(i)] and/or [Article VIII], and subsequent installments shall be paid on March 15 of each calendar year after the calendar year of the first such payment, based on the balance of such Accounts on the last day of the preceding February. Such an election may be made at the time of the Participant’s initial deferral election with respect to the applicable Account with respect to such Account under [Article III], or at any later date more than twelve months prior to the date that payment would otherwise be made in a lump sum, but such a later election shall be given effect only if the date for commencement of the installment payments is not earlier than five years after the date on which payment would have been made or begun prior to such later election.