Initial Grant. Following the effective date of this Plan, each Director shall, effective as of the date of such individual’s initial election or appointment to the Board, be granted 2,000 Restricted Stock Units.

Initial Grant. On the date of the Director’s initial election to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Director will be granted the following equity award:

Initial Grant. Each new Outside Director will receive an initial, one-time restricted stock unit grant, with a Value of $400,000 (the “Initial Grant”), that vests in three (3) equal installments on the first, second, and third anniversary of the grant date; provided, however, that all vesting will cease if the director ceases to provide services to the Company, unless the Board determines otherwise prior to the cessation of such services.

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, $0.001 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 [[Person A:Person]]

Initial Equity Awards. As a material inducement to the Executive’s accepting employment with the Company and entering into this Agreement, on the Effective Date, the Executive shall be granted an aggregate of 4.5 million (4,500,000) shares of common stock (the “Initial Equity Award”). The Initial Equity Award shall be provided in shares of time-based restricted stock units and vest in equal quarterly installments throughout the Initial Term, commencing on the Effective Date and each subsequent three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein and restricted to the terms and conditions of Restricted Stock Award to be entered into by the Company and Executive. The executive will be able to accelerate the “initial equity award” vesting by meeting predetermined milestones to be defined and agreed to by the executive and the Company.

Initial Equity Grant: If a Non-Employee Director is appointed to the Board following the annual meeting of stockholders for the calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall receive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted stock and with a fair market value on the date of grant equal to the Annual Equity Grant Amount awarded to Non-Employee Directors as of the most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant rounded down to the nearest whole share. The initial restricted stock award will vest on the date of next annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.

Appointment. Lender shall act in accordance with the terms of the Credit Agreement. Lender may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence of any such agents or attorneys-in-fact selected by it in good faith, but shall be liable for the gross negligence or willful misconduct of such agents and attorneys-in-fact.

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their investment adviser on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment. By accepting such appointment, the Advisor acknowledges that it has a contractual and fiduciary responsibility to the Company and the Stockholders. Except as otherwise provided in this Agreement, the Advisor hereby agrees to use its commercially reasonable efforts to perform the duties set forth herein, provided that the Company reimburses the Advisor for costs and expenses in accordance with Section 12.

Appointment. Holder irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions, “Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a stockholder of the Company while the Shares are held by you.