Equity. You acknowledge and agree that the equity awards granted to you under the terms of the Company’s plans will be administered in accordance with the terms of their respective plans and grant agreements.

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 approval by the Board, the Company shall grant the Executive an option to purchase 123,800 shares of the Company’s common stock (the “New Hire Time–Based Option Award”). The exercise price per share of the New Hire Time–based Option Award will be the fair market value as determined by the Board when the New Hire Time–based Option Award is granted. The New Hire Time–Based Option Award will be subject to the terms of and contingent upon the Executive’s execution of a stock option award agreement issued pursuant to the Company’s 2018 Stock Option and Incentive Plan (the “Plan” and, collectively, with any stock option award agreement, as amended, the “Equity Documents”). The New Hire Time–Based Option Award shall become vested and exercisable over a four-year period, with 25% of the Initial Option Award vesting 12 months after the Effective Date and the remaining 75% vesting in equal monthly installments over the 36 months thereafter, contingent upon the Executive remaining in continuous employment with the Company through each applicable vesting date.

Equity. On the Start Date, the Company shall award Executive a stock option under its 2017 Stock Incentive Plan (the “Plan”) to purchase 135,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value (as defined in the Plan) of the Company’s common stock on such date (the “Option”). The Option will be evidenced in writing by, and subject to the terms of, the Company’s standard form of stock option agreement, which agreement will specify vesting over four (4) years, 25% on the first anniversary of the Start Date with the balance to vest in equal monthly installments over the following 36 months and exercise of vested options for up to ten (10) years except as otherwise provided in the stock option agreement or by the Plan. Commencing in fiscal year 2019, Executive will be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award will be determined by the Board of Directors or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Equity. During your employment with the Company, you were granted certain equity interests in the Company summarized in Exhibit A, attached. During the Consulting Period, these interests will continue to vest under the existing terms as set forth in the governing equity agreements. All rights and obligations with respect to your equity interests will be as set forth in the applicable agreements, grant notices and plan documents. You are encouraged to obtain independent tax advice concerning your options and how the terms of this Agreement may affect the tax treatment of your interest.

Equity. Subject to approval by the Board, you will receive stock options to purchase 75,000 shares of the Company’s Common Stock for a price per share equal to the fair market value of one share of the Common Stock on the date of the option grant as determined by the Board and pursuant and subject to the terms of the Company’s Option Agreement (which must be executed to receive the grant). The stock options will vest (become exercisable) as follows: 12.5% of the shares underlying the options shall vest upon the six (6) month anniversary of your employment commencement date and 1/42nd of the remainder of such shares will vest on a monthly basis in forty-two (42) equal monthly installments with the first such installment vesting on the seven (7) month anniversary of your employment commencement date, subject to your continued employment with the Company through each vesting date.

Equity. Executive shall be eligible to participate in any equity compensation plan or similar program adopted by the Company when approved by the Board and, if applicable, the Company’s shareholders, for executives at Executive’s level. Executive will receive a stock option grant after joining the Company. The amount awarded, if any, to the Executive under any such plan shall be in the discretion of the Board or any committee administering such plan and shall be subject to the terms and conditions of any plan or program adopted or approved by the Board. Any such grants will be effective when made and shall be subject to terms and conditions to be imposed by the Board under the Company’s plans, programs or applicable award agreement.

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 $500,000 in the aggregate during the term of this Agreement (or in excess of $0 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.

“Deferred Amounts” means the aggregate amount of a Participant’s Base Salary, Annual Incentive Compensation, Annual Retainer, and/or Annual Equity Compensation that is deferred by means of Deferral Elections pursuant to Section 4 hereof.

Directors Affiliated with Company Investors: Directors affiliated with an investor in the Company (“Investor Directors”) that holds one percent or more of our capital stock are not eligible to receive cash retainer fees or equity compensation under this policy. Directors affiliated with an investor who falls below the 1% threshold will become eligible to receive cash retainer fees beginning in the calendar quarter following the date in which the Company is notified that such investors’ holdings have fallen below 1% and will become eligible to receive an annual equity grant at the next annual meeting following such date.