Equity Grant. In connection with the commencement of your employment and subject to the approval of the Board, you will be granted 83,187 Incentive Units of Spero LLC, such issuance to be submitted to the Board for approval within thirty (30) days of the Company’s receipt of a third-party valuation report. After the Company completes its current hiring plan, John F. Tomayko

Equity Grant. Effective as of your Start Date, the Company will issue you 3,892,415 options to purchase a fixed number of shares of the Company’s common stock, ​ par value per share (the “Common Stock”), representing 4.0% of the total number of shares of the Company’s capital stock outstanding as of your Start Date, on an as-converted to Common Stock basis, including for purposes of this calculation the exercise of all options and warrants, including any shares issuable pursuant to existing option agreements or other instruments such as promissory notes, and the conversion of convertible securities outstanding as of the Start Date. This option grant will have an exercise price equal to the fair market value of the Common Stock on the Start Date (as determined by the Board or Compensation Committee) and, to the extent permitted under tax law, will be comprised of incentive stock options under ​

Annual Equity Grant. You will continue to be eligible to receive annual BHI equity grants in the first quarter of a year pursuant to the terms of the Employment Agreement, but the first annual grant you will be eligible to receive after the Effective Date will be a target number of performance share units (the "2022 PSUs") on ​ (the "Grant Date"), which number will be equal to the quotient of ​, divided by the closing price of a share of common stock of BHI ("Common Stock") on the Nasdaq trading day prior to the Grant Date. The 2022 PSUs will have other terms generally consistent with those applicable to PSU grants to other senior executives of BHI (and for subsequent years, the amount and terms of any long-term incentive grants will be determined by the Compensation Committee in its sole discretion). In subsequent years during the Arrangement, the target number of any equity awards granted under any long-term incentive compensation plan will be in an amount that is substantially consistent with those awards granted to other senior executives of BHI (other than the Chief Executive Officer of BHI).

Sign-On Equity Grant. In connection with entering into this Agreement and assuming the CHRO role, you have been recommended by BHI management to receive an award of restricted stock units ("Sign-On RSUs") valued at ​ (the "Grant Date Value"). The Sign-On RSU grant is subject to formal approval by the Compensation Committee and any other requirements established by BHI from time to time. It is intended that the grant of Sign-On RSUs will be made to you on the first scheduled "Grant Date" following the Effective Date (i.e., ​). The pre-established quarterly Grant Dates are ​, ​, ​ and ​. Once the grant has been made, the number of RSUs to be received will be determined by dividing the Grant Date Value by the closing price of a share of Common Stock on the Nasdaq trading day prior to the Grant Date. The grant agreement, which will set forth the material terms and conditions of the Sign-On RSU grant, will be posted to your account on the E*TRADE portal within 30 days of the Grant Date. It is a condition of the grant that you will be actively employed on the Grant Date and that you will remain in continuous service with BHI’s companies during the vesting period. The RSUs will vest over three years, with one-third of the grant vesting on each of the first, second and third anniversaries of the Grant Date, as long as you are continuously employed by one of the BHI companies through such date. One share of Common Stock will be issued for each vested RSU within ten days after the vesting date.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of ​ in the aggregate during the term of this Agreement (or in excess of ​ at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this [Section 2.4(e)(v)] shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.

Equity. During your employment with the Company, you were granted restricted stock units and options to purchase shares of the Company’s common stock. During the Consulting Period, the vesting on these restricted stock unit awards and options will remain unchanged, and will continue to vest as set forth in the governing equity agreements. Subject to approval by the Company’s Board of Directors, as an additional benefit to you under this Agreement, the Company agrees that you will have until the 15 month anniversary of the Separation Date to exercise your shares subject to the options that have vested up until your Separation Date (the “Extended Exercise Period”). You acknowledge that this extension is a modification of any option that qualifies as an incentive stock option within the meaning of 424 of the IRS Code, which could result in any such option immediately becoming a nonstatutory stock option, and if such conversion does not happen immediately upon amendment, any incentive stock options will convert to nonstatutory stock options three months and one day after the Separation Date. Except for this Extended Exercise Period, the restricted stock unit awards and options shall continue to be governed in all respects by the governing plan documents and agreements. You are encouraged to obtain independent tax advice concerning your options and how the terms of this Agreement may affect the tax treatment of the options.

Equity. The post separation exercise period for all outstanding options to

Equity. Executive will be entitled to accelerated vesting as to one hundred percent (100%) of the then-unvested portion of all of Executive’s outstanding equity awards.

Equity. Subject to this [Section 5], Executive will be granted the Sign-On RSUs, the ​ RSUs, the TSR PSUs, the SVC PSUs and, if applicable, the Investment RSUs pursuant to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) as follows: