2. | Vesting Schedule. ---|--- This option will become exercisable (vest) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date (as defined below) and as to an additional 2.0833% of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date; provided that, (i)in the event of a Reorganization Event (as defined in the Plan) prior to the first anniversary of the Vesting Commencement Date, then the 25% of the original number of Shares that would otherwise have become vested on the first anniversary of the Vesting Commencement Date shall instead immediately become vested upon consummation of the Reorganization Event, with monthly vesting thereafter in equal installments for the following 36 months, and (ii)in the event the Participants employment is terminated by the Participant for Good Reason (as defined in that certain Employment Agreement , by and between the Company and the Participant, dated as of June8, 2016 (the Employment Agreement )) or by the Company Without Cause (as defined in the Employment Agreement ) within six months prior to or twelve months following a Reorganization Event, then 100% of the Shares shall be fully vested. For purposes of this Agreement, Vesting Commencement Date shall mean June20, 2016 .

2 . | Vesting Schedule . - - - | - - - This option will become exercisable ( vest ) as to 25 % of the original number of Shares on the first anniversary of the Vesting Commencement Date ( as defined below ) and as to an additional 2 . 0833 % of the original number of Shares at the end of each successive month following the first anniversary of the Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date ; provided that , ( i ) in the event of a Reorganization Event ( as defined in the Plan ) prior to the first anniversary of the Vesting Commencement Date , then the 25 % of the original number of Shares that would otherwise have become vested on the first anniversary of the Vesting Commencement Date shall instead immediately become vested upon consummation of the Reorganization Event , with monthly vesting thereafter in equal installments for the following 36 months , and ( ii ) in the event the Participants employment is terminated by the Participant for Good Reason ( as defined in that certain Employment Agreement , by and between the Company and the Participant , dated as of June8 , 2016 ( the Employment Agreement ) ) or by the Company Without Cause ( as defined in the Employment Agreement ) within six months prior to or twelve months following a Reorganization Event , then 100 % of the Shares shall be fully vested . For purposes of this Agreement , Vesting Commencement Date shall mean June20 , 2016 .


The Participant agrees, in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act , ( i)not to (a)offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any other securities of the Company or (b)enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock or other securities of the Company, whether any transaction described in clause(a) or (b)is to be settled by delivery of securities, in cash or otherwise, during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering (plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711(f) of the National Association of Securities Dealers, Inc. or any similar successor provision), and (ii)to execute any agreement reflecting clause(i) above as may be requested by the Company or the managing underwriters at the time of such offering. The Company may impose stop- transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the lock-up period.

The Participant agrees , in connection with the initial underwritten public offering of the Common Stock pursuant to a registration statement under the Securities Act , ( i ) not to ( a ) offer , pledge , announce the intention to sell , sell , contract to sell , sell any option or contract to purchase , purchase any option or contract to sell , grant any option , right or warrant to purchase , or otherwise transfer or dispose of , directly or indirectly , any shares of Common Stock or any other securities of the Company or ( b ) enter into any swap or other agreement that transfers , in whole or in part , any of the economic consequences of ownership of shares of Common Stock or other securities of the Company , whether any transaction described in clause ( a ) or ( b ) is to be settled by delivery of securities , in cash or otherwise , during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending 180 days after the date of the final prospectus relating to the offering ( plus up to an additional 34 days to the extent requested by the managing underwriters for such offering in order to address Rule 2711 ( f ) of the National Association of Securities Dealers , Inc . or any similar successor provision ) , and ( ii ) to execute any agreement reflecting clause ( i ) above as may be requested by the Company or the managing underwriters at the time of such offering . The Company may impose stop - transfer instructions with respect to the shares of Common Stock or other securities subject to the foregoing restriction until the end of the lock-up period .


| | ---|---|--- ALLENA PHARMACEUTICALS, INC. | By: | |

| | - - - | - - - | - - - ALLENA PHARMACEUTICALS , INC . | By : | |


One Newton Executive Park, Suite 202


1\. I am purchasing the Shares for my own account for investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the Securities Act ), or any rule or regulation under the Securities Act < br/>

1 \ . I am purchasing the Shares for my own account for investment only , and not with a view to , or for sale in connection with , any distribution of the Shares in violation of the Securities Act of 1933 ( the Securities Act ) , or any rule or regulation under the Securities Act & lt ; br / & gt ;


This Agreement is made by and between Allena Pharmaceuticals, Inc. , a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the Company), and Edward Wholihan (the Employee).

This Agreement is made by and between Allena Pharmaceuticals , Inc . , a Delaware corporation ( hereinafter referred to collectively with its subsidiaries as the Company ) , and Edward Wholihan ( the Employee ) .


(h) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal court located within Massachusetts ), and the Company and the Employee each consents to the jurisdiction of such a court. THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY.

( h ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts ( without reference to the conflicts of laws provisions thereof ) . Any action , suit , or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts ( or , if appropriate , a federal court located within Massachusetts ) , and the Company and the Employee each consents to the jurisdiction of such a court . THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION , SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY .


(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of laws provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts (or, if appropriate, a federal Court located within Massachusetts ), and the Company and the Employee each consents to the jurisdiction of such a court. THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY

( i ) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts ( without reference to the conflicts of laws provisions thereof ) . Any action , suit , or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a court of the Commonwealth of Massachusetts ( or , if appropriate , a federal Court located within Massachusetts ) , and the Company and the Employee each consents to the jurisdiction of such a court . THE COMPANY AND THE EMPLOYEE EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION , SUIT OR OTHER LEGAL PROCEEDING ARISING UNDER OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR YOUR EMPLOYMENT BY THE COMPANY


EMPLOYMENT AGREEMENT , dated as of August22, 2014 (the Employment Agreement), by and between Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) and Edward N. May (the Executive) (each of the Executive and the Company, a Party, and collectively, the Parties).

EMPLOYMENT AGREEMENT , dated as of August22 , 2014 ( the Employment Agreement ) , by and between Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) and Edward N . May ( the Executive ) ( each of the Executive and the Company , a Party , and collectively , the Parties ) .


WHEREAS, the Company desires to employ the Executive as Chief Supply Chain Officer and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS , the Company desires to employ the Executive as Chief Supply Chain Officer and wishes to be assured of his services on the terms and conditions hereinafter set forth ; and


1.1. Term. The initial term of the Executives employment under this Employment Agreement will commence on September15, 2014 (the Effective Date) and end on the third anniversary of the Effective Date (the Initial Employment Period), unless terminated earlier pursuant to Section3 hereof; provided, however, that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date (and on each anniversary of the Effective Date thereafter) (the Renewal Period), unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period (the Initial Employment Period and each subsequent Renewal Period, if any, shall constitute the Employment Period, unless terminated earlier pursuant to Section3 of this Employment Agreement).

1 . 1 . Term . The initial term of the Executives employment under this Employment Agreement will commence on September15 , 2014 ( the Effective Date ) and end on the third anniversary of the Effective Date ( the Initial Employment Period ) , unless terminated earlier pursuant to Section3 hereof ; provided , however , that the Employment Period will automatically be extended for a one-year period on the third anniversary of the Effective Date ( and on each anniversary of the Effective Date thereafter ) ( the Renewal Period ) , unless either the Executive or the Company provides the other Party with written notice at least 30 days prior to the end of the then-current Employment Period of his or its intention not to further extend the Employment Period ( the Initial Employment Period and each subsequent Renewal Period , if any , shall constitute the Employment Period , unless terminated earlier pursuant to Section3 of this Employment Agreement ) .


1.2. Duties. During the Employment Period, the Executive shall serve as Chief Supply Chain Officer and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time, and shall report directly to the Chief Executive Officer (the Reporting Person) or his designee. In his position of Chief Supply Chain Officer , the Executive shall perform duties assigned to him by the Reporting Person or his designee.

1 . 2 . Duties . During the Employment Period , the Executive shall serve as Chief Supply Chain Officer and such other positions as an officer or director of the Company and such affiliates of the Company as the Company shall determine from time to time , and shall report directly to the Chief Executive Officer ( the Reporting Person ) or his designee . In his position of Chief Supply Chain Officer , the Executive shall perform duties assigned to him by the Reporting Person or his designee .


2.5. Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof) and in effect from time to time. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a deferral of compensation within the meaning of Section409A of the Internal Revenue Code of 1986 , as amended, and the regulations and guidance thereunder (Section409A), any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (i)the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (ii)the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii)the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (iv)the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses.

2 . 5 . Business Expenses . The Company shall pay or reimburse the Executive , upon presentation of documentation , for all commercially reasonable out-of-pocket business expenses that the Executive incurs during the Employment Period in performing his duties under this Employment Agreement and in accordance with the expense reimbursement policy of the Company as approved by the Board ( or a committee thereof ) and in effect from time to time . Notwithstanding anything herein to the contrary or otherwise , except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a deferral of compensation within the meaning of Section409A of the Internal Revenue Code of 1986 , as amended , and the regulations and guidance thereunder ( Section409A ) , any expense or reimbursement described in this Employment Agreement shall meet the following requirements : ( i ) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year ; ( ii ) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred ; ( iii ) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit ; and ( iv ) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses .


immediately prior to the Termination Date in equal installments on the Companys regular payment dates occurring during the 6-month period beginning on the first payroll date following the date on which the Release has become effective, (B)an amount equal to 50% of the Executives Target Annual Bonus Opportunity, payable on the first payroll date following the date on which the Release has become effective and (C)a prorated portion of the Executives actual Annual Bonus, determined in accordance with Section2.2 and payable at the same time as annual bonuses are paid to other senior executives of the Company, with the prorated Annual Bonus determined by multiplying the actual Annual Bonus, if any, by a fraction, the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 ((A), (B)and (C)collectively, the Severance Amount). In addition, the Company shall, subject to the Executive electing COBRA , provide the Executive with continued medical and dental insurance coverage until the earlier of the date that is six months immediately following the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer, with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period (Benefits Continuation). The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date, with any such reimbursement to be consistent with Section2.5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $15,000. The Companys obligations to pay the Severance Amount, pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon: (i)the Executives continued compliance with his obligations under Section4 of this Employment Agreement and (ii)the Executives execution, delivery and non-revocation of a valid and enforceable general release of claims (the Release) substantially in the form attached hereto as ExhibitA, within 45 days after the Executives Termination Date.

immediately prior to the Termination Date in equal installments on the Companys regular payment dates occurring during the 6-month period beginning on the first payroll date following the date on which the Release has become effective , ( B ) an amount equal to 50 % of the Executives Target Annual Bonus Opportunity , payable on the first payroll date following the date on which the Release has become effective and ( C ) a prorated portion of the Executives actual Annual Bonus , determined in accordance with Section2 . 2 and payable at the same time as annual bonuses are paid to other senior executives of the Company , with the prorated Annual Bonus determined by multiplying the actual Annual Bonus , if any , by a fraction , the numerator of which is the number of days the Executive is employed by the Company during the applicable year and the denominator of which is 365 ( ( A ) , ( B ) and ( C ) collectively , the Severance Amount ) . In addition , the Company shall , subject to the Executive electing COBRA , provide the Executive with continued medical and dental insurance coverage until the earlier of the date that is six months immediately following the Termination Date and the date upon which the Executive becomes eligible for medical and dental insurance coverage from a new employer , with such insurance coverage to be provided at the same cost to the Executive as to similarly situated executives of the Company during such period ( Benefits Continuation ) . The Company shall also reimburse the Executive for outplacement assistance during the 6-month period beginning on the Termination Date , with any such reimbursement to be consistent with Section2 . 5 of this Employment Agreement and in no event shall the aggregate reimbursement of outplacement services for the Executive exceed $ 15 , 000 . The Companys obligations to pay the Severance Amount , pay premiums relating to Benefits Continuation and provide outplacement assistance shall be conditioned upon : ( i ) the Executives continued compliance with his obligations under Section4 of this Employment Agreement and ( ii ) the Executives execution , delivery and non-revocation of a valid and enforceable general release of claims ( the Release ) substantially in the form attached hereto as ExhibitA , within 45 days after the Executives Termination Date .


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives Termination Date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives Termination Date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company


Developments constituting a work made for hire under the U.S. Copyright Act , 17 U.S.C 101 et seq. are owned upon creation by the Company as the Executives employer. Whenever requested to do so by the Company, the Executive shall execute any and all applications, assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group. These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or made by the Executive while employed by the Company, and shall be binding upon the Executives employers, assigns, executors, administrators and other legal representatives. In connection with his execution of this Employment Agreement, the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the Effective Date. If the Company is unable for any reason, after reasonable effort, to obtain the Executives signature on any document needed in connection with the actions described in this Section4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executives agent and attorney in fact to act for and on the Executives behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section4.6 with the same legal force and effect as if executed by the Executive.

Developments constituting a work made for hire under the U . S . Copyright Act , 17 U . S . C 101 et seq . are owned upon creation by the Company as the Executives employer . Whenever requested to do so by the Company , the Executive shall execute any and all applications , assignments or other instruments which the Company shall deem necessary to apply for and obtain trademarks , patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company Group . These obligations shall continue beyond the end of the Executives employment with the Company with respect to inventions , discoveries , improvements or copyrightable works initiated , conceived or made by the Executive while employed by the Company , and shall be binding upon the Executives employers , assigns , executors , administrators and other legal representatives . In connection with his execution of this Employment Agreement , the Executive has informed the Company in writing of any interest in any inventions or intellectual property rights that he holds as of the Effective Date . If the Company is unable for any reason , after reasonable effort , to obtain the Executives signature on any document needed in connection with the actions described in this Section4 . 6 , the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executives agent and attorney in fact to act for and on the Executives behalf to execute , verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section4 . 6 with the same legal force and effect as if executed by the Executive .


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is entered into this 6th day of October, 2017 , by and between Lifeloc Technologies, Inc. (the Company), and Wayne Willkomm (Executive). Executive and the Company are referred to individually as a Party and collectively as the Parties.

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT ( Agreement ) is entered into this 6th day of October , 2017 , by and between Lifeloc Technologies , Inc . ( the Company ) , and Wayne Willkomm ( Executive ) . Executive and the Company are referred to individually as a Party and collectively as the Parties .


WHEREAS, the Parties previously entered into that certain Executive Employment Agreement dated as of January 5, 2016 (the Previous Agreement), which set forth the terms and conditions for the employment relationship between Executive and the Company; and

WHEREAS , the Parties previously entered into that certain Executive Employment Agreement dated as of January 5 , 2016 ( the Previous Agreement ) , which set forth the terms and conditions for the employment relationship between Executive and the Company ; and


5.1 Base Salary. The Company agrees to pay, and Executive agrees to accept, as Executives salary for all services to be rendered by Executive hereunder, a salary at an annual rate of Two Hundred Thousand Dollars ( $200,000 ) (the Base Salary), payable in installments pursuant to the Companys standard payroll practices and policies. If the term of this Agreement is extended beyond the Initial Term, the Base Salary will be increased annually to adjust for inflation, as determined by the Board.

5 . 1 Base Salary . The Company agrees to pay , and Executive agrees to accept , as Executives salary for all services to be rendered by Executive hereunder , a salary at an annual rate of Two Hundred Thousand Dollars ( $ 200 , 000 ) ( the Base Salary ) , payable in installments pursuant to the Companys standard payroll practices and policies . If the term of this Agreement is extended beyond the Initial Term , the Base Salary will be increased annually to adjust for inflation , as determined by the Board .


(a) If Executive is employed by the Company as of December 31, 2017 , Executive shall be eligible to receive a cash bonus with respect to the fiscal year ended December 31, 2017 equal to 10 percent ( 10% Percentage×) of the then-applicable Base Salary payable within 90 days of the end of the fiscal year ended December 31, 2017 , if the Companys net revenues for such fiscal year equal or exceed $12,960,000 and the Companys net income before taxes, adjusted to exclude the effect of (i) bonuses paid to officers, (ii) contract disbursements to Sandia National Labs, the U.S. Naval Research Laboratory, and such other R&D contractors as may be agreed, and (iii) stock option expense attributable to the Stock Options (as defined below) (Adjusted Net Income), exceeds $1,620,000 .

( a ) If Executive is employed by the Company as of December 31 , 2017 , Executive shall be eligible to receive a cash bonus with respect to the fiscal year ended December 31 , 2017 equal to 10 percent ( 10 % Percentage × ) of the then-applicable Base Salary payable within 90 days of the end of the fiscal year ended December 31 , 2017 , if the Companys net revenues for such fiscal year equal or exceed $ 12 , 960 , 000 and the Companys net income before taxes , adjusted to exclude the effect of ( i ) bonuses paid to officers , ( ii ) contract disbursements to Sandia National Labs , the U . S . Naval Research Laboratory , and such other R & amp ; D contractors as may be agreed , and ( iii ) stock option expense attributable to the Stock Options ( as defined below ) ( Adjusted Net Income ) , exceeds $ 1 , 620 , 000 .


(b) If Executive is employed by the Company as of December 31, 2018 , Executive shall be eligible to receive a cash bonus with respect to the fiscal year ended December 31, 2018 equal to 10 percent ( 10% ) of the then-applicable Base Salary payable within 90 days of the end of the fiscal year ended December 31, 2017 , if the Companys net revenues for such fiscal year equal or exceed $15,552,000 and the Companys Adjusted Net Income exceeds $1,944,000 .

( b ) If Executive is employed by the Company as of December 31 , 2018 , Executive shall be eligible to receive a cash bonus with respect to the fiscal year ended December 31 , 2018 equal to 10 percent ( 10 % ) of the then-applicable Base Salary payable within 90 days of the end of the fiscal year ended December 31 , 2017 , if the Companys net revenues for such fiscal year equal or exceed $ 15 , 552 , 000 and the Companys Adjusted Net Income exceeds $ 1 , 944 , 000 .


5.3 Equity Compensation. On the Effective Date, subject to the terms of this Section 5.3, Executive shall receive options to purchase up to 50,000 shares of the Companys common stock, at an exercise price equal to the closing quote for the Companys common stock on October 1, 2017 (the Stock Options). The Stock Options shall be incentive stock options issued pursuant to the Companys 2013 Stock Option Plan (the Plan) and an award agreement to be issued thereunder. The Company and Executive hereby agree that the Stock Options granted under this Agreement shall replace the options to purchase common stock provided in the Previous Agreement, and that any options granted under the Previous Agreement shall be voluntarily forfeited by Executive as of the date hereof. The Stock Options shall be subject to the following vesting conditions:

5 . 3 Equity Compensation . On the Effective Date , subject to the terms of this Section 5 . 3 , Executive shall receive options to purchase up to 50 , 000 shares of the Companys common stock , at an exercise price equal to the closing quote for the Companys common stock on October 1 , 2017 ( the Stock Options ) . The Stock Options shall be incentive stock options issued pursuant to the Companys 2013 Stock Option Plan ( the Plan ) and an award agreement to be issued thereunder . The Company and Executive hereby agree that the Stock Options granted under this Agreement shall replace the options to purchase common stock provided in the Previous Agreement , and that any options granted under the Previous Agreement shall be voluntarily forfeited by Executive as of the date hereof . The Stock Options shall be subject to the following vesting conditions :


(b) In the event the Vesting Conditions are not met in the fiscal year ending December 31, 2019 , but are met in the fiscal year ending December 31, 2020 , and this Agreement is still in effect as of December 31, 2020 , then 50% of the Stock Options will vest in full as of that date and the remaining 50% of the Stock Options will be deemed cancelled.

( b ) In the event the Vesting Conditions are not met in the fiscal year ending December 31 , 2019 , but are met in the fiscal year ending December 31 , 2020 , and this Agreement is still in effect as of December 31 , 2020 , then 50 % of the Stock Options will vest in full as of that date and the remaining 50 % of the Stock Options will be deemed cancelled .


(c) In the event the Vesting Conditions are not met in either the fiscal year ending December 31, 2019 or the fiscal year ending December 31, 2020 , but are met in the fiscal year ending December 31, 2021 , and this Agreement is still in effect as of December 31, 2021 , then 25% of the Stock Options will vest in full as of that date and the remaining 75% of the Stock Options will be deemed cancelled.

( c ) In the event the Vesting Conditions are not met in either the fiscal year ending December 31 , 2019 or the fiscal year ending December 31 , 2020 , but are met in the fiscal year ending December 31 , 2021 , and this Agreement is still in effect as of December 31 , 2021 , then 25 % of the Stock Options will vest in full as of that date and the remaining 75 % of the Stock Options will be deemed cancelled .


12441 W 49th Ave


Wheat Ridge, CO 80033


18. Venue and Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the State of Colorado , without regard to its conflicts of law provisions. Venue and jurisdiction will be in the Colorado state or federal courts.

18 . Venue and Applicable Law . This Agreement shall be interpreted and construed in accordance with the laws of the State of Colorado , without regard to its conflicts of law provisions . Venue and jurisdiction will be in the Colorado state or federal courts .


20.3 Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b) (9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly.

20 . 3 Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1 . 409A-1 ( b ) ( 9 ) ( v ) , and / or under any other exemption that may be applicable , and this Agreement shall be construed accordingly .


This Confidential Severance and Release Agreement (Agreement) is made between (i) Wayne Willkomm (Executive) and (ii) Lifeloc Technologies, Inc. (the Company). Executive and the Company are referred to individually as a Party and collectively as the Parties.

This Confidential Severance and Release Agreement ( Agreement ) is made between ( i ) Wayne Willkomm ( Executive ) and ( ii ) Lifeloc Technologies , Inc . ( the Company ) . Executive and the Company are referred to individually as a Party and collectively as the Parties .


b. The Released Claims include, but are not limited to, those which arise out of, relate to, or are based upon: (i) Executives employment with the Company or the termination thereof; (ii) statements, acts, or omissions by the Parties whether in their individual or representative capacities; (iii) express or implied agreements between the Parties, (except as provided herein) and claims under any severance plan; (iv) any stock or stock option grant, agreement, or plan; (v) all federal, state, and municipal statutes, ordinances, and regulations, including, but not limited to, claims of discrimination based on race, color, national origin, age, sex, sexual orientation, religion, disability, veteran status, whistleblower status, public policy, or any other characteristic of Executive under the Age Discrimination in Employment Act , the Older Workers Benefit Protection Act , the Americans with Disabilities Act , the Equal Pay Act , Title VII of the Civil Rights Act of 1964 (as amended), the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , Family and Medical Leave Act , the Worker Adjustment and Retraining Notification Act or any other federal, state, or municipal law prohibiting discrimination or termination for any reason; (vi) state and federal common law; (vii) the failure of this Agreement, or of any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Executive and the Company are or were parties, to comply with, or to be operated in compliance with, Internal Revenue Code Section 409A, or any similar provision of state or local income tax; and (viii) any claim which was or could have been raised by Executive.

b . The Released Claims include , but are not limited to , those which arise out of , relate to , or are based upon : ( i ) Executives employment with the Company or the termination thereof ; ( ii ) statements , acts , or omissions by the Parties whether in their individual or representative capacities ; ( iii ) express or implied agreements between the Parties , ( except as provided herein ) and claims under any severance plan ; ( iv ) any stock or stock option grant , agreement , or plan ; ( v ) all federal , state , and municipal statutes , ordinances , and regulations , including , but not limited to , claims of discrimination based on race , color , national origin , age , sex , sexual orientation , religion , disability , veteran status , whistleblower status , public policy , or any other characteristic of Executive under the Age Discrimination in Employment Act , the Older Workers Benefit Protection Act , the Americans with Disabilities Act , the Equal Pay Act , Title VII of the Civil Rights Act of 1964 ( as amended ) , the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , Family and Medical Leave Act , the Worker Adjustment and Retraining Notification Act or any other federal , state , or municipal law prohibiting discrimination or termination for any reason ; ( vi ) state and federal common law ; ( vii ) the failure of this Agreement , or of any other employment , severance , profit sharing , bonus , equity incentive or other compensatory plan to which Executive and the Company are or were parties , to comply with , or to be operated in compliance with , Internal Revenue Code Section 409A , or any similar provision of state or local income tax ; and ( viii ) any claim which was or could have been raised by Executive .


| Lifeloc Technologies, Inc.


5\. Claw-Back. Notwithstanding any provision in this Agreement to the contrary, amounts payable hereunder shall be subject to claw-back or disgorgement, to the extent applicable, under (A)the Policies or any claw- back policy adopted by the Company, (B)the Dodd-Frank Wall Street Reform and Consumer Protection Act , as amended, and rules, regulations, and binding, published guidance thereunder, which legislation provides for the clawback and recovery of incentive compensation in the event of certain financial statement restatements and (C)the Sarbanes-Oxley Act of 2002 . If pursuant to Section 10D of the Securities Exchange Act of 1934 , as amended (the Act), the Company (or any of its Subsidiaries or Affiliates) would not be eligible for continued listing, if applicable, under Section 10D(a) of the Act if it (or they) did not adopt policies consistent with Section 10D(b) of the Act, then, in accordance with those policies that are so required, any incentive-based compensation payable to Executive under this Agreement or otherwise shall be subject to claw-back in the circumstances, to the extent, and in the manner, required by Section 10D(b)(2) of the Act, as interpreted by rules of the Securities Exchange Commission. Nothing in this provision is intended to supersede any existing or future claw-back provision adopted or amended by the Company, including, but not limited to the provision that may be set forth in the Companys equity incentive plan.

5 \ . Claw-Back . Notwithstanding any provision in this Agreement to the contrary , amounts payable hereunder shall be subject to claw-back or disgorgement , to the extent applicable , under ( A ) the Policies or any claw - back policy adopted by the Company , ( B ) the Dodd-Frank Wall Street Reform and Consumer Protection Act , as amended , and rules , regulations , and binding , published guidance thereunder , which legislation provides for the clawback and recovery of incentive compensation in the event of certain financial statement restatements and ( C ) the Sarbanes-Oxley Act of 2002 . If pursuant to Section 10D of the Securities Exchange Act of 1934 , as amended ( the Act ) , the Company ( or any of its Subsidiaries or Affiliates ) would not be eligible for continued listing , if applicable , under Section 10D ( a ) of the Act if it ( or they ) did not adopt policies consistent with Section 10D ( b ) of the Act , then , in accordance with those policies that are so required , any incentive-based compensation payable to Executive under this Agreement or otherwise shall be subject to claw-back in the circumstances , to the extent , and in the manner , required by Section 10D ( b ) ( 2 ) of the Act , as interpreted by rules of the Securities Exchange Commission . Nothing in this provision is intended to supersede any existing or future claw-back provision adopted or amended by the Company , including , but not limited to the provision that may be set forth in the Companys equity incentive plan .


8329 Sunset Road, Suite 210


| | ---|---|--- EXECUTIVE /s/ Mary Elizabeth Higgins Mary Elizabeth Higgins VICI Properties Inc. | By: | |

| | - - - | - - - | - - - EXECUTIVE / s / Mary Elizabeth Higgins Mary Elizabeth Higgins VICI Properties Inc . | By : | |


tangible or intangible property of Executive that remains with the Company; claims for retaliation, harassment or discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, marital status, gender identity, gender expression, or any other characteristic or criteria protected by law; any claim under Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C. 2000e , et seq., the Civil Rights Act of 1991 , the Civil Rights Act of 1866 , the Family and Medical Leave Act ( FMLA ), 29 U.S.C. 2601 , et seq., the Fair Labor Standards Act ( FLSA ), 29 U.S.C. 201 , et seq., the Equal Pay Act , 29 U.S.C. 206 (a) and interpretive regulations, the Americans with Disabilities Act ( ADA ), 42 U.S.C. 12101 , et seq., the Consolidated Omnibus Budget Reconciliation Act of 1986 ( COBRA ), the Occupational Safety and Health Act ( OSHA ) or any other health and/or safety laws, statutes, or regulations, the Uniformed Services Employment and Reemployment Rights Act ( USERRA ), 38 U.S.C. 4301-4333 , the Employee Retirement Income Security Act of 1974 ( ERISA ), 29 U.S.C. 301 , et seq., the Immigration Reform and Control Act of 1986 , 8 U.S.C. 1101 , et seq., or the Internal Revenue Code of 1986 , as amended, the Worker Adjustment and Retraining Notification Act ; all claims arising under the Sarbanes-Oxley Act of 2002 ( Public Law 107-204 ), including whistleblowing claims under 18 U.S.C. 1513 (e) and 1514A; the applicable state Wage and Hour Laws, and any and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law, and other laws in place in New Orleans, Louisiana .

tangible or intangible property of Executive that remains with the Company ; claims for retaliation , harassment or discrimination on the basis of race , color , sex , sexual orientation , national origin , ancestry , religion , age , disability , medical condition , marital status , gender identity , gender expression , or any other characteristic or criteria protected by law ; any claim under Title VII of the Civil Rights Act of 1964 ( Title VII , as amended ) , 42 U . S . C . 2000e , et seq . , the Civil Rights Act of 1991 , the Civil Rights Act of 1866 , the Family and Medical Leave Act ( FMLA ) , 29 U . S . C . 2601 , et seq . , the Fair Labor Standards Act ( FLSA ) , 29 U . S . C . 201 , et seq . , the Equal Pay Act , 29 U . S . C . 206 ( a ) and interpretive regulations , the Americans with Disabilities Act ( ADA ) , 42 U . S . C . 12101 , et seq . , the Consolidated Omnibus Budget Reconciliation Act of 1986 ( COBRA ) , the Occupational Safety and Health Act ( OSHA ) or any other health and / or safety laws , statutes , or regulations , the Uniformed Services Employment and Reemployment Rights Act ( USERRA ) , 38 U . S . C . 4301-4333 , the Employee Retirement Income Security Act of 1974 ( ERISA ) , 29 U . S . C . 301 , et seq . , the Immigration Reform and Control Act of 1986 , 8 U . S . C . 1101 , et seq . , or the Internal Revenue Code of 1986 , as amended , the Worker Adjustment and Retraining Notification Act ; all claims arising under the Sarbanes-Oxley Act of 2002 ( Public Law 107-204 ) , including whistleblowing claims under 18 U . S . C . 1513 ( e ) and 1514A ; the applicable state Wage and Hour Laws , and any and all other foreign , federal , state , or local laws , common law , or case law , including but not limited to all statutes , regulations , common law , and other laws in place in New Orleans , Louisiana .


4\. Tax Liability. Executive expressly acknowledges that neither the Company nor its attorneys have made any representations to Executive regarding the tax consequences of the consideration provided to Executive pursuant to this Separation Agreement and Section9 of the Employment Agreement . It is the intention of the parties to this Separation Agreement that no payments made under this Separation Agreement and/or Section9 of the Employment Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986 , as amended (the Code), but Company does not guarantee that any such payment complies with or is exempt from Code Section 409A. Each payment made under this Separation Agreement or Section9 of the Employment Agreement will be treated as a separate payment for purposes of Code Section 409A and the right to a series of installment payments under this Separation Agreement is to be treated as a right to a series of separate payments.

4 \ . Tax Liability . Executive expressly acknowledges that neither the Company nor its attorneys have made any representations to Executive regarding the tax consequences of the consideration provided to Executive pursuant to this Separation Agreement and Section9 of the Employment Agreement . It is the intention of the parties to this Separation Agreement that no payments made under this Separation Agreement and / or Section9 of the Employment Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) , but Company does not guarantee that any such payment complies with or is exempt from Code Section 409A . Each payment made under this Separation Agreement or Section9 of the Employment Agreement will be treated as a separate payment for purposes of Code Section 409A and the right to a series of installment payments under this Separation Agreement is to be treated as a right to a series of separate payments .


(a) Executive is entitled to consider the terms of this Separation Agreement for twenty-one (21)days before signing it. If Executive fails to execute this Separation Agreement within this twenty-one (21)day period, this Separation Agreement will be null and void and of no force or effect. To execute this Separation Agreement, Executive must sign and date the Separation Agreement below, and return a signed copy hereof to Attn: , VICI Properties Inc. , [ address], (phone):, [email address], via nationally recognized overnight carrier or email.

( a ) Executive is entitled to consider the terms of this Separation Agreement for twenty-one ( 21 ) days before signing it . If Executive fails to execute this Separation Agreement within this twenty-one ( 21 ) day period , this Separation Agreement will be null and void and of no force or effect . To execute this Separation Agreement , Executive must sign and date the Separation Agreement below , and return a signed copy hereof to Attn : , VICI Properties Inc . , [ address ] , ( phone ) : , [ email address ] , via nationally recognized overnight carrier or email .


This EMPLOYMENT AGREEMENT (the Agreement) is entered into on October12, 2017 , by and between OPTINOSE US,INC. , a Delaware corporation (the Company), and Michael F. Marino (Executive).

This EMPLOYMENT AGREEMENT ( the Agreement ) is entered into on October12 , 2017 , by and between OPTINOSE US , INC . , a Delaware corporation ( the Company ) , and Michael F . Marino ( Executive ) .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the Chief Legal Officer and Corporate Secretary of OptiNose,Inc. and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder. Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement, conflict with the business of the Company or violate any provisions of Section8 herein. Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania .

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the Chief Legal Officer and Corporate Secretary of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by the Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder . Executive will not be permitted to engage in other activities that interfere with Executives performance of his duties under this Agreement , conflict with the business of the Company or violate any provisions of Section8 herein . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


3. Base Salary. While Executive is employed by the Company, the Company will pay Executive a base annual salary (the Base Salary) at the rate of $360,000 per year, paid in accordance with the usual payroll practices of the Company. Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board (the Compensation Committee) or the Board.

3 . Base Salary . While Executive is employed by the Company , the Company will pay Executive a base annual salary ( the Base Salary ) at the rate of $ 360 , 000 per year , paid in accordance with the usual payroll practices of the Company . Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board ( the Compensation Committee ) or the Board .


(i) an amount equal to 100% of Executives Base Salary at the rate in effect on the date of termination, payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date;

( i ) an amount equal to 100 % of Executives Base Salary at the rate in effect on the date of termination , payable in a single-lump sum cash payment on the first payroll date that occurs on or after the Release Effective Date ;


OptiNose US Inc. Attn: Chief Executive Officer 1020 Stony Hill Road Third Floor, Suite300 Yardley, PA 19067

OptiNose US Inc . Attn : Chief Executive Officer 1020 Stony Hill Road Third Floor , Suite300 Yardley , PA 19067


/s/ Michael F. Marino


This RELEASE AGREEMENT (Agreement) made this [ ] day of [ ], [ ] (the Effective Date), between OptiNose US,Inc. (including its successors and assigns, the Company), and [ ] (Executive).

This RELEASE AGREEMENT ( Agreement ) made this [ ] day of [ ] , [ ] ( the Effective Date ) , between OptiNose US , Inc . ( including its successors and assigns , the Company ) , and [ ] ( Executive ) .


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the President and Chief Operating Officer of OptiNose,Inc. and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder; provided, however, that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i)do not prohibit or interfere with Executives performance of Executives duties under this Agreement, (ii)do not conflict with the business of the Company or violate any of the provisions of Section8 herein and (iii)are approved in advance in writing by the Chief Executive Officer of OptiNose,Inc. and the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, Outside Activities shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania .

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the President and Chief Operating Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder ; provided , however , that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities ( as defined below ) , so long as such activities ( i ) do not prohibit or interfere with Executives performance of Executives duties under this Agreement , ( ii ) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and ( iii ) are approved in advance in writing by the Chief Executive Officer of OptiNose , Inc . and the Nominating and Corporate Governance Committee ( which consent shall not be unreasonably withheld ) . For purposes of this Agreement , Outside Activities shall include the oversight of passive investments and activities involving professional , charitable , education , religious and other organizations ( including membership on boards of for-profit and non-profit organizations ) . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA ; and

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve ( 12 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve ( 12 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


Good Reason shall mean, without Executives prior written consent, (i)a material diminution in Executives position or duties, authority or responsibilities including, without limitation, Executive ceasing to be an executive officer (as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended (the Exchange Act )) of a company with a class of securities registered under Section12(b)of the Exchange Act ; ( ii)the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of President and Chief Operating Officer , (iii)a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15% and such reduction continues for no more than 12 months; (iv)Executives relocation to offices of the Company that are more than fifty (50) miles from the Companys offices in Yardley, Pennsylvania ; or (v)any action or inaction that constitutes a material breach of this Agreement by the Company. In order to invoke a termination for Good Reason, Executive must deliver a written notice of the grounds for such termination within thirty (30) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty (30) days to cure the circumstances. In order to terminate Executives employment, if at all, for Good Reason, Executive must terminate employment within sixty (60) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured.

Good Reason shall mean , without Executives prior written consent , ( i ) a material diminution in Executives position or duties , authority or responsibilities including , without limitation , Executive ceasing to be an executive officer ( as defined under Rule3b-7 of the Securities Exchange Act of 1934 , as amended ( the Exchange Act ) ) of a company with a class of securities registered under Section12 ( b ) of the Exchange Act ; ( ii ) the assignment to Executive of any duties materially inconsistent with the duties and responsibilities of President and Chief Operating Officer , ( iii ) a reduction by the Company in Executives then-current Base Salary or Executives then-current Target Annual Bonus unless the salaries and target annual bonuses for all other senior executive officers are correspondingly and proportionately reduced by not greater than 15 % and such reduction continues for no more than 12 months ; ( iv ) Executives relocation to offices of the Company that are more than fifty ( 50 ) miles from the Companys offices in Yardley , Pennsylvania ; or ( v ) any action or inaction that constitutes a material breach of this Agreement by the Company . In order to invoke a termination for Good Reason , Executive must deliver a written notice of the grounds for such termination within thirty ( 30 ) days of the initial existence of the event giving rise to Good Reason and the Company shall have thirty ( 30 ) days to cure the circumstances . In order to terminate Executives employment , if at all , for Good Reason , Executive must terminate employment within sixty ( 60 ) days following the end of the cure period if the circumstances giving rise to Good Reason have not been cured .


process (provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC 1833 (b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i)made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii)in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

process ( provided that Executive provides the Company with prior notice of the contemplated disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information ) . The Company and Executive acknowledge that , notwithstanding anything to the contrary contained in this Agreement , pursuant to 18 USC 1833 ( b ) , an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret : ( i ) made in confidence to a government official , either directly or indirectly , or to an attorney , solely for the purpose of reporting or investigating a suspected violation of law or ( ii ) in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding , so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .


(b) Annual Bonus. For each calendar year ending during the Term (beginning with the calendar year ending December 31, 2017 ), the Employee shall be eligible to receive an annual bonus (the Annual Bonus) with a target amount equal to thirty five percent ( 35% ) of the Base Salary earned by the Employee for such calendar year (the Target Annual Bonus). Notwithstanding the foregoing, for calendar year 2017, the Employee will be eligible to receive an Annual Bonus, pro-rated for the period between the Start Date and December 31, 2017 . The actual amount of each Annual Bonus will be based upon the level of achievement of the Companys corporate objectives and the Employees individual objectives, in each case, as established by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives) for the calendar year with respect to which such Annual Bonus relates. The determination of the level of achievement of the corporate objectives and the Employees individual performance objectives for a year shall be made by the Board or the Compensation Committee (taking into account the input of the CEO with respect to the establishment of the Employees individual objectives), in its reasonable discretion. Each Annual Bonus for a calendar year, to the extent earned, will be paid in a lump sum in the following calendar year, within the first 75 days of such following year. The Annual Bonus shall not be deemed earned until the date that it is paid. Accordingly, in order for the Employee to receive an Annual Bonus, the Employee must be actively employed by the Company at the time of such payment.

( b ) Annual Bonus . For each calendar year ending during the Term ( beginning with the calendar year ending December 31 , 2017 ) , the Employee shall be eligible to receive an annual bonus ( the Annual Bonus ) with a target amount equal to thirty five percent ( 35 % ) of the Base Salary earned by the Employee for such calendar year ( the Target Annual Bonus ) . Notwithstanding the foregoing , for calendar year 2017 , the Employee will be eligible to receive an Annual Bonus , pro-rated for the period between the Start Date and December 31 , 2017 . The actual amount of each Annual Bonus will be based upon the level of achievement of the Companys corporate objectives and the Employees individual objectives , in each case , as established by the Board or the Compensation Committee ( taking into account the input of the CEO with respect to the establishment of the Employees individual objectives ) for the calendar year with respect to which such Annual Bonus relates . The determination of the level of achievement of the corporate objectives and the Employees individual performance objectives for a year shall be made by the Board or the Compensation Committee ( taking into account the input of the CEO with respect to the establishment of the Employees individual objectives ) , in its reasonable discretion . Each Annual Bonus for a calendar year , to the extent earned , will be paid in a lump sum in the following calendar year , within the first 75 days of such following year . The Annual Bonus shall not be deemed earned until the date that it is paid . Accordingly , in order for the Employee to receive an Annual Bonus , the Employee must be actively employed by the Company at the time of such payment .


Adgero Biopharmaceuticals Holdings, Inc.

Adgero Biopharmaceuticals Holdings , Inc .


4365 US Route 1 South


New York, New York 10020


(iii) Persons Acting as a Group. For purposes of clauses (i) and (ii) above, persons will not be considered to be acting as a group solely because they purchase or own capital stock or purchase assets of the Company at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. For purposes of this paragraph, the term corporation shall have the meaning assigned such term under Treasury Regulation section 1.280G-1 , Q&A-45.

( iii ) Persons Acting as a Group . For purposes of clauses ( i ) and ( ii ) above , persons will not be considered to be acting as a group solely because they purchase or own capital stock or purchase assets of the Company at the same time . However , persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger , consolidation , purchase or acquisition of assets or capital stock , or similar business transaction with the Company . If a person , including an entity , owns stock in both corporations that enter into a merger , consolidation , purchase or acquisition of assets or capital stock , or similar transaction , such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation . For purposes of this paragraph , the term corporation shall have the meaning assigned such term under Treasury Regulation section 1 . 280G-1 , Q & amp ; A-45 .


WHEREAS, the Company desires to employ the Executive as Vice President , Strategy & Corporate Developmen t and wishes to be assured of his services on the terms and conditions hereinafter set forth; and

WHEREAS , the Company desires to employ the Executive as Vice President , Strategy & amp ; Corporate Developmen t and wishes to be assured of his services on the terms and conditions hereinafter set forth ; and


2.2. Annual Bonus. For each fiscal year ending during the Employment Period, the Executive shall be eligible for potential awards of additional compensation (the Annual Bonus) to be based upon the achievement of one or more performance goals established by senior management of the Company (the Performance Targets). The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period. The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50% of Base Salary (the Target Annual Bonus Opportunity), with the actual Annual Bonus, if any, to be based on the Companys actual performance relative to the Performance Targets. Notwithstanding the foregoing, Executives Annual Bonus for the 2016 fiscal year will be calculated as though he was employed for the entire fiscal year, but in no event will be less than $99,652 . The Annual Bonus, if any, shall be paid in cash within 90 days of the fiscal year end, assuming the delivery of the relevant financial statements in a timely manner, but in no event later than March15th of the year following the end of the fiscal year for which the Annual Bonus, if any, is earned; provided, that, except as set forth in Section3, the Executive must continue to be employed by the Company through the end of the applicable fiscal year.

2 . 2 . Annual Bonus . For each fiscal year ending during the Employment Period , the Executive shall be eligible for potential awards of additional compensation ( the Annual Bonus ) to be based upon the achievement of one or more performance goals established by senior management of the Company ( the Performance Targets ) . The Annual Bonus shall be prorated for any partial fiscal years occurring within the Employment Period . The Executives target Annual Bonus opportunity for each fiscal year that ends during the Employment Period shall be equal to 50 % of Base Salary ( the Target Annual Bonus Opportunity ) , with the actual Annual Bonus , if any , to be based on the Companys actual performance relative to the Performance Targets . Notwithstanding the foregoing , Executives Annual Bonus for the 2016 fiscal year will be calculated as though he was employed for the entire fiscal year , but in no event will be less than $ 99 , 652 . The Annual Bonus , if any , shall be paid in cash within 90 days of the fiscal year end , assuming the delivery of the relevant financial statements in a timely manner , but in no event later than March15th of the year following the end of the fiscal year for which the Annual Bonus , if any , is earned ; provided , that , except as set forth in Section3 , the Executive must continue to be employed by the Company through the end of the applicable fiscal year .


4.2. Non-Competition. By and in consideration of the Companys entering into this Employment Agreement, and in further consideration of the Executives exposure to the Confidential Information of the Company Group, the Executive agrees that the Executive shall not, during the Employment Period and for one year following the Executives Termination Date (the Restriction Period), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended, standing alone, be prohibited by this Section4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, Restricted Enterprise shall mean any business that is in competition with (a)the present products marketed or sold by the Company to its customers and as such products may be improved and/or modified, (b)the present services marketed, sold or provided by the Company to its customers and as such services may be improved and/or modified or (c)the products and/or services the Company develops, designs, manufactures, markets, produces or supplies in the future to its customers. In the case of each of (a), (b)and (c)above, such businesses shall include, but not be limited to, businesses that are associated with the treatment of intake water, process water or waste-water in industrial and municipal end markets through the provision of services and/or products. For the avoidance of doubt, Restricted Enterprise shall include, but not be limited to: XXXXXX.

4 . 2 . Non-Competition . By and in consideration of the Companys entering into this Employment Agreement , and in further consideration of the Executives exposure to the Confidential Information of the Company Group , the Executive agrees that the Executive shall not , during the Employment Period and for one year following the Executives Termination Date ( the Restriction Period ) , directly or indirectly , own , manage , operate , join , control , be employed by , or participate in the ownership , management , operation or control of , or be connected in any manner with , including , without limitation , holding any position as a stockholder , director , officer , consultant , independent contractor , employee , partner , or investor in , any Restricted Enterprise ( as defined below ) ; provided , that in no event shall ownership of one percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934 , as amended , standing alone , be prohibited by this Section4 . 2 , so long as the Executive does not have , or exercise , any rights to manage or operate the business of such issuer other than rights as a stockholder thereof . For purposes of this paragraph , Restricted Enterprise shall mean any business that is in competition with ( a ) the present products marketed or sold by the Company to its customers and as such products may be improved and / or modified , ( b ) the present services marketed , sold or provided by the Company to its customers and as such services may be improved and / or modified or ( c ) the products and / or services the Company develops , designs , manufactures , markets , produces or supplies in the future to its customers . In the case of each of ( a ) , ( b ) and ( c ) above , such businesses shall include , but not be limited to , businesses that are associated with the treatment of intake water , process water or waste-water in industrial and municipal end markets through the provision of services and / or products . For the avoidance of doubt , Restricted Enterprise shall include , but not be limited to : XXXXXX .


This Employment Agreement (Agreement) is entered into by and between ForeScout Technologies, Inc. , a Delaware corporation (the Company), and Darren J. Milliken (Executive, and collectively referred to as the Parties) effective as of January 1, 2017 (the Effective Date).

This Employment Agreement ( Agreement ) is entered into by and between ForeScout Technologies , Inc . , a Delaware corporation ( the Company ) , and Darren J . Milliken ( Executive , and collectively referred to as the Parties ) effective as of January 1 , 2017 ( the Effective Date ) .


WHEREAS, the Parties previously entered into an Employment Agreement dated January 29, 2014 , as amended on March 16, 2015 (the Prior Agreement).

WHEREAS , the Parties previously entered into an Employment Agreement dated January 29 , 2014 , as amended on March 16 , 2015 ( the Prior Agreement ) .


1.2.1 Executive Position. As of the Effective Date, Executive agrees to serve as Senior Vice President , General Counsel , Corporate Secretary & Corporate Compliance Officer of the Company, under the terms of this Agreement. Executive will report directly to the Companys Chief Executive Officer (CEO). Executive shall render such business and professional services in the performance of Executives duties, consistent with Executives position within the Company, as will be reasonably assigned to Executive by the Companys Board of Directors (Board) or the CEO. Executives principal place of employment will be San Jose, California.

1 . 2 . 1 Executive Position . As of the Effective Date , Executive agrees to serve as Senior Vice President , General Counsel , Corporate Secretary & amp ; Corporate Compliance Officer of the Company , under the terms of this Agreement . Executive will report directly to the Companys Chief Executive Officer ( CEO ) . Executive shall render such business and professional services in the performance of Executives duties , consistent with Executives position within the Company , as will be reasonably assigned to Executive by the Companys Board of Directors ( Board ) or the CEO . Executives principal place of employment will be San Jose , California .


2.1 Base Salary. During the Term, Executives initial annual base salary shall be $304,000 . Executives base salary shall be reassessed and determined periodically by the Board or the Companys Compensation Committee (the Committee), as appropriate, in its sole discretion. The base salary in effect at any given time is referred to herein as Base Salary. The Base Salary shall be payable in a manner that is consistent with the Companys usual payroll practices for senior executives and will be subject to applicable tax and other required withholdings.

2 . 1 Base Salary . During the Term , Executives initial annual base salary shall be $ 304 , 000 . Executives base salary shall be reassessed and determined periodically by the Board or the Companys Compensation Committee ( the Committee ) , as appropriate , in its sole discretion . The base salary in effect at any given time is referred to herein as Base Salary . The Base Salary shall be payable in a manner that is consistent with the Companys usual payroll practices for senior executives and will be subject to applicable tax and other required withholdings .


3.2 Disability. The Company may terminate Executives employment if Executive becomes Disabled (as defined below). Nothing in this Section 3.2 shall be construed to waive Executives rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993 , 29 U.S.C. 2601 et seq. and the Americans with Disabilities Act , 42 U.S.C . 12101 et seq .

3 . 2 Disability . The Company may terminate Executives employment if Executive becomes Disabled ( as defined below ) . Nothing in this Section 3 . 2 shall be construed to waive Executives rights , if any , under existing law including , without limitation , the Family and Medical Leave Act of 1993 , 29 U . S . C . 2601 et seq . and the Americans with Disabilities Act , 42 U . S . C . 12101 et seq .


of Termination for Executive and any of Executives eligible dependents (which amount will be based on the premium for the first month of COBRA coverage).

of Termination for Executive and any of Executives eligible dependents ( which amount will be based on the premium for the first month of COBRA coverage ) .


7.1 Cash Severance. A lump sum cash amount equal to 100% of the sum of (a) Executives then-current Base Salary (or Executives Base Salary in effect immediately prior to the Change in Control, if higher) plus (b) Executives target incentive compensation, as determined under Section 2.2; and

7 . 1 Cash Severance . A lump sum cash amount equal to 100 % of the sum of ( a ) Executives then-current Base Salary ( or Executives Base Salary in effect immediately prior to the Change in Control , if higher ) plus ( b ) Executives target incentive compensation , as determined under Section 2 . 2 ; and


other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.

other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit . Each payment and benefit payable under this Agreement is intended to constitute a separate payment under Section 1 . 409A-2 ( b ) ( 2 ) of the Treasury Regulations .


12.1 Consent to Jurisdiction. To the extent that any court action is permitted consistent with this Agreement and the Confidentiality Agreement, the Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Court for the District of Northern California . Accordingly, with respect to any such court action, each Party (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

12 . 1 Consent to Jurisdiction . To the extent that any court action is permitted consistent with this Agreement and the Confidentiality Agreement , the Parties hereby consent to the jurisdiction of the Superior Court of the State of California and the United States District Court for the District of Northern California . Accordingly , with respect to any such court action , each Party ( a ) submits to the personal jurisdiction of such courts ; ( b ) consents to service of process ; and ( c ) waives any other requirement ( whether imposed by statute , rule of court , or otherwise ) with respect to personal jurisdiction or service of process .


FORESCOUT TECHNOLOGIES, INC. 7/8/2017 | 06:49 PDT

FORESCOUT TECHNOLOGIES , INC . 7 / 8 / 2017 | 06 : 49 PDT


Darren J. Milliken --- | | ForeScout Employment Agreement

Darren J . Milliken - - - | | ForeScout Employment Agreement


language in the Confidentiality Agreement regarding Employees right to engage in Protected Activity that conflicts with, or is contrary to, this section is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016 , Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individuals attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. Finally, nothing in this Agreement constitutes a waiver of any rights Employee may have under the Sarbanes-Oxley Act. < br/>

language in the Confidentiality Agreement regarding Employees right to engage in Protected Activity that conflicts with , or is contrary to , this section is superseded by this Agreement . In addition , pursuant to the Defend Trade Secrets Act of 2016 , Employee is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that ( i ) is made in confidence to a federal , state , or local government official ( directly or indirectly ) or to an attorney solely for the purpose of reporting or investigating a suspected violation of law , or ( ii ) is made in a complaint or other document filed in a lawsuit or other proceeding , if ( and only if ) such filing is made under seal . In addition , an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individuals attorney and use the trade secret information in the court proceeding , if the individual files any document containing the trade secret under seal and does not disclose the trade secret , except pursuant to court order . Finally , nothing in this Agreement constitutes a waiver of any rights Employee may have under the Sarbanes-Oxley Act . & lt ; br / & gt ;


20. Section 409A.2 It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder (Section 409A) and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Employee will work together in good faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Employee under Section 409A. In no event will the Releasees reimburse Employee for any taxes imposed or other costs incurred as a result of Section 409A.

20 . Section 409A . 2 It is intended that this Agreement comply with , or be exempt from , Code Section 409A and the final regulations and official guidance thereunder ( Section 409A ) and any ambiguities herein will be interpreted to so comply and / or be exempt from Section 409A . Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1 . 409A-2 ( b ) ( 2 ) of the Treasury Regulations . The Company and Employee will work together in good faith to consider either ( i ) amendments to this Agreement ; or ( ii ) revisions to this Agreement with respect to the payment of any awards , which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Employee under Section 409A . In no event will the Releasees reimburse Employee for any taxes imposed or other costs incurred as a result of Section 409A .


B. Nonuse and Nondisclosure. I agree that during and after my employment with the Company, I will hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information. I will not (i) use Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment, or (ii) disclose Company Confidential Information to any third party without the prior written authorization of the President, CEO, General Counsel , or the Board of Directors of the Company. Prior to disclosure, when compelled by applicable law, I shall provide prior written notice to the President, CEO, and General Counsel of the Company (as applicable). I agree that I obtain no title to any Company Confidential Information, and that the Company retains all Confidential Information as the sole property of the Company. I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action, up to and including, immediate termination and legal action by the Company. I understand that my obligations under this Section 2.B shall continue after termination of my employment and also that nothing in this Agreement prevents me from engaging in protected activity, as described in Section 14 below.

B . Nonuse and Nondisclosure . I agree that during and after my employment with the Company , I will hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Company Confidential Information . I will not ( i ) use Company Confidential Information for any purpose whatsoever other than for the benefit of the Company in the course of my employment , or ( ii ) disclose Company Confidential Information to any third party without the prior written authorization of the President , CEO , General Counsel , or the Board of Directors of the Company . Prior to disclosure , when compelled by applicable law , I shall provide prior written notice to the President , CEO , and General Counsel of the Company ( as applicable ) . I agree that I obtain no title to any Company Confidential Information , and that the Company retains all Confidential Information as the sole property of the Company . I understand that my unauthorized use or disclosure of Company Confidential Information during my employment may lead to disciplinary action , up to and including , immediate termination and legal action by the Company . I understand that my obligations under this Section 2 . B shall continue after termination of my employment and also that nothing in this Agreement prevents me from engaging in protected activity , as described in Section 14 below .


A. Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of California without regard to Californias conflicts-of-law rules that may result in the application of the laws of any jurisdiction other than California. To the extent that any lawsuit is permitted under this Agreement, I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against me by the Company.

A . Governing Law ; Consent to Personal Jurisdiction . This Agreement will be governed by the laws of the State of California without regard to Californias conflicts-of-law rules that may result in the application of the laws of any jurisdiction other than California . To the extent that any lawsuit is permitted under this Agreement , I hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California for any lawsuit filed against me by the Company .


| --- | | ForeScout Employment Agreement

| - - - | | ForeScout Employment Agreement


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of the [] day of [], 2017 (the Effective Date), by and between Andrew Perlmutter , a resident (Employee), and Funko, Inc. , a Delaware corporation (any of its Affiliates as may employ the Employee from time to time, and any successor(s) thereto, the Company).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of the [ ] day of [ ] , 2017 ( the Effective Date ) , by and between Andrew Perlmutter , a resident ( Employee ) , and Funko , Inc . , a Delaware corporation ( any of its Affiliates as may employ the Employee from time to time , and any successor ( s ) thereto , the Company ) .


2\. Term. Unless earlier terminated pursuant to the terms of Section7 hereof, Employee shall be employed by the Company for the period commencing as of the Effective Date and ending on the third (3rd)anniversary of the Effective Date (the Initial Term), subject to automatic renewal periods for up to two additional one (1)-year periods , unless either party provides the other party with ninety (90)days advance written notice prior to the end of the Initial Term or any such renewal period, as applicable, of such partys intent not to renew (the Initial Term and any such renewal period, the Term).

2 \ . Term . Unless earlier terminated pursuant to the terms of Section7 hereof , Employee shall be employed by the Company for the period commencing as of the Effective Date and ending on the third ( 3rd ) anniversary of the Effective Date ( the Initial Term ) , subject to automatic renewal periods for up to two additional one ( 1 ) - year periods , unless either party provides the other party with ninety ( 90 ) days advance written notice prior to the end of the Initial Term or any such renewal period , as applicable , of such partys intent not to renew ( the Initial Term and any such renewal period , the Term ) .