Equity. Notwithstanding anything to the contrary in this Agreement or the applicable equity documents, if you: # comply with all obligations contained in this Agreement, excluding your obligations under the Consulting Agreement set forth in Section 5, and # timely sign and return the Termination of Services Release attached hereto as Exhibit C (the “Termination of Services Release”) the Company will accelerate the vesting of all unvested Stock Awards held by you as of the termination of the Consulting Period with respect to the portion of the shares subject thereto that would have vested during the twelve (12) month period following the termination of the Consulting Period, had you continued to provide services to the Company during such period. Furthermore, should you satisfy the conditions for receipt of the equity acceleration as set forth in the preceding sentence, effective as of the termination of the Consulting Period, your right to exercise any vested Stock Awards shall be extended until the date that is one (1) year following the termination of the Consulting Period (e.g. if the Consulting Period terminates September 16, 2021, the exercise period would be extended until September 16, 2022) (together with the equity acceleration, the “Equity Benefits”). You understand that as a result of the extended exercise period described above, applicable tax rules require that any options held by you that qualify for tax purposes as incentive stock options shall automatically be converted to non-statutory stock options for tax purposes as of the Effective Date of this Agreement according to the terms of the applicable equity incentive plan and of the Stock Awards thereunder, and that you shall consult your own tax advisor regarding the extended exercise period and the tax consequences of option transactions. Except as expressly modified herein, your Stock Awards will continue to be governed by the terms of the applicable equity incentive plan and other Stock Award documents, and your rights to exercise any vested Stock Awards shall be as set forth in the applicable equity incentive plan and/or the applicable Stock Award notices and agreements.

Equity Awards. You were granted certain stock options or other equity awards by the Company during your employment (collectively, the “Equity Awards”), pursuant to the terms and conditions of the Company’s applicable equity incentive plan(s), grant agreements and other award documents (collectively, the “Equity Agreements”). During the Consulting Period, and as further consideration for the Consulting Services, your Equity Awards will continue to vest pursuant to, and continue to be governed by, the applicable terms and conditions of the Equity Agreements. Any Equity Awards that are intended to be incentive stock options will convert to nonstatutory stock options three months following your Separation Date, and Equity Awards that continue to vest past three months following your Separation Date will be nonstatutory stock options.

As compensation for the Consulting Services, you will be granted an award of 30,000 restricted stock units with respect to the Company’s common stock promptly following the start of the Consulting Period (the “Consulting Equity Award”), subject in all respects to the terms of the equity plan under which the award is granted and the award agreement evidencing the grant. The Consulting Equity Award will vest in full on the last day of the Consulting Period, subject to your continued provision of the Consulting Services through such date. Notwithstanding the foregoing, in the event that prior to the end of the Consulting Period, the Company terminates the Consulting Services without Cause (as defined in the Employment Agreement), the Consulting Equity Award will vest in full on the date the Consulting Services are terminated. The vesting of the Consulting Equity Award, whether by reason of your providing the Consulting Services through the end of the Consulting Period or because of an earlier qualifying termination of the Consulting Services will be subject to your having timely signed and returned to the Company, and not having revoked an effective release of claims in the form attached hereto as Exhibit A, by the deadline specified therein, all of which (including the lapse of the period for revoking the release of claims as specified in the release of claims) shall have occurred no later than the thirtieth (30th) calendar day following the date the release is delivered to you (the “Post-Service Release”).

Equity Exercise Period and Payments. In the event of your Qualifying Termination, you shall have no less than twelve (12) months from the termination date (but in no event beyond the remaining term of such equity awards) to exercise any exercisable portion of your equity awards that have vested as of the termination date, provided that, the foregoing shall not apply to any equity awards that were granted to you prior to the date of this letter agreement (which prior awards shall be subject to the existing exercisability provisions in the applicable award agreements). In addition, you hereby agree and acknowledge that notwithstanding the foregoing, if you exercise any stock option that is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (“ISO”) that was granted to you after the date of this letter agreement at any time other than the time periods set forth in the regulations promulgated under Section 422 of the Internal Revenue Code of 1986, as amended, your ISOs may cease to qualify as “incentive stock options”. Unless otherwise approved in writing by the Board of Directors or its designee, in the event of your termination for any reason other than without Cause or Good Reason, the time period to exercise or receive payment for any equity awards already vested as of the date of termination shall be as set forth in the equity award plan documents or award agreements. To the extent you were entitled to accelerated vesting of any equity awards granted prior to the date hereof, whether by virtue of terms of applicable award agreement or a Prior Agreement, you expressly agree that you shall not be entitled to such accelerated vesting, other than to the extent provided in the CIC Severance Agreement.

Equity Vesting. During the Consultation Period, the Consultant’s Equity Awards will continue to vest and be exercisable in accordance with the terms of the applicable agreements and plan documents. Vesting will cease immediately upon termination of this Agreement for any reason in accordance with Section 3 below. Following the end of the Consultation Period, the Consultant may exercise any stock options that have vested and become exercisable as of the last day of the Consultation Period, in accordance with and subject to the applicable option agreements and plan documents (provided that no option shall be exercisable later than the end of the original expiration date of such option).