(a) Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from, or in the alternative, comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code), and the published guidance thereunder (Section 409A). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered nonqualified deferred compensation under Section 409A unless such termination is also a separation from service within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a termination, Termination Date, or like terms shall mean separation from service. Notwithstanding any provision of this Agreement to the contrary, if Executive is a specified employee within the meaning of Section 409A, any payments or arrangements due upon a termination of Executives employment under any arrangement that constitutes a nonqualified deferral of compensation within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1 (b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six months after Executives separation from service for any reason other than death, or (b) the date of Executives death. This Agreement may be amended without requiring Executives consent to the extent necessary (including retroactively) by the Company in order to preserve compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Executives compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. After any Termination Date, Executive shall have no duties or responsibilities that are inconsistent with having a separation from service within the meaning of Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a separation from service as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement which constitutes a nonqualified deferral of compensation within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company.

( a ) Notwithstanding anything herein to the contrary , this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein shall either be exempt from , or in the alternative , comply with , the requirements of Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) , and the published guidance thereunder ( Section 409A ) . A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered nonqualified deferred compensation under Section 409A unless such termination is also a separation from service within the meaning of Section 409A and , for purposes of any such provision of this Agreement , references to a termination , Termination Date , or like terms shall mean separation from service . Notwithstanding any provision of this Agreement to the contrary , if Executive is a specified employee within the meaning of Section 409A , any payments or arrangements due upon a termination of Executives employment under any arrangement that constitutes a nonqualified deferral of compensation within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas . Regs . Section 1 . 409A-1 ( including without limitation , the short-term deferral exemption or the permitted payments under Treas . Regs . Section 1 . 409A-1 ( b ) ( 9 ) ( iii ) ( A ) ) , shall be delayed and paid or provided on the earlier of ( a ) the date which is six months after Executives separation from service for any reason other than death , or ( b ) the date of Executives death . This Agreement may be amended without requiring Executives consent to the extent necessary ( including retroactively ) by the Company in order to preserve compliance with Section 409A . The preceding shall not be construed as a guarantee of any particular tax effect for Executives compensation and benefits and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A . After any Termination Date , Executive shall have no duties or responsibilities that are inconsistent with having a separation from service within the meaning of Section 409A as of the Termination Date and , notwithstanding anything in the Agreement to the contrary , distributions upon termination of employment of nonqualified deferred compensation may only be made upon a separation from service as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement . Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A . In no event may Executive , directly or indirectly , designate the calendar year of any payment to be made under this Agreement which constitutes a nonqualified deferral of compensation within the meaning of Section 409A and to the extent an amount is payable within a time period , the time during which such amount is paid shall be in the discretion of the Company .


| REEDS, INC . ---|--- | | | By: | /s/ Valentin Stalowir | Name: | Valentin Stalowir | Title: | Chief Executive Officer | | | | /s/ Stefan Freeman | | Stefan Freeman

| REEDS , INC . - - - | - - - | | | By : | / s / Valentin Stalowir | Name : | Valentin Stalowir | Title : | Chief Executive Officer | | | | / s / Stefan Freeman | | Stefan Freeman


KNOW ALL MEN BY THESE PRESENTS: That the undersigned, Stefan Freeman (Executive), on behalf of himself and his heirs, legal representatives, administrators, executors, successors and assigns, and each of them, for good and valuable consideration received as set forth in the Employment Agreement dated as of July __, 2017 (the Employment Agreement ) between Reeds, Inc ., a Delaware corporation (the Company), does hereby unconditionally, knowingly, and voluntarily release and forever discharge the Company, and its present and former related companies, subsidiaries and affiliates, and all of their present and former executives, officers, managers, directors, owners, members, shareholders, partners, employees, agents, and attorneys, including in their individual capacity, and each of its and their successors and assigns (hereinafter collectively the Released Parties), from any and all known or unknown claims, demands, actions or causes of action that now exist or may arise in the future, based upon events occurring or omissions on or before the date of the execution of this Release, including, but not limited to any and all claims whatsoever pertaining in any way to Executives employment at the Company or with any of the Released Parties or the termination of Executives employment, including, but not limited to, any claims under: (1) the Americans with Disabilities Act ; the Family and Medical Leave Act ; Title VII of the Civil Rights Act ; 42 U.S.C. Section 1981 ; the Older Workers Benefit Protection Act ; the Age Discrimination in Employment Act of 1967 , as amended (the ADEA); the Employee Retirement Income Security Act of 1974 ; the Civil Rights Act of 1866 , 1871, 1964, and 1991 ; the Rehabilitation Act of 1973 ; the Equal Pay Act of 1963 ; the Vietnam Veterans Readjustment Assistance Act of 1974 ; the Occupational Safety and Health Act ; and the Immigration Reform and Control Act of 1986 ; and any and all other federal, state, local or foreign laws, statutes, ordinances, or regulations pertaining to employment, discrimination or pay; (2) any state tort law theories under which an action could have been brought, including, but not limited to, claims of negligence, negligent supervision, training and retention or defamation; (3) any claims of alleged fraud and/or inducement, or alleged inducement to enter into this Release; (4) any and all other tort claims; (5) all claims for attorneys fees and costs; (6) all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employee benefits; (7) any and all claims whatsoever arising under any of the Released Parties express or implied contract or under any federal, state, local, or foreign law, ordinance, or regulation, or the Constitution of any State or the United States ; (8) any and all claims whatsoever against any of the Released Parties for wages, bonuses, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefits, in each case, except to the extent Executive has vested rights in any of the same; and (9) any and all claims whatsoever to reinstatement (collectively, the Released Claims); provided, however, that, notwithstanding anything to the contrary contained herein, this Release shall not cover and the Released Claims shall extend to any rights or claims, if any, of Executive (A) as a holder of equity interests in the Company, (B) to indemnification or advancement of expenses, (C) under Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended, (D) under any profit-sharing and/or retirement plans or benefits in which Executive has vested rights, or (E) under Section 7 of the Employment Agreement . Executive also intends that this Release operate as a general release of any and all claims to the fullest extent permitted by law and a waiver of all unknown claims of the type being released hereunder.

KNOW ALL MEN BY THESE PRESENTS : That the undersigned , Stefan Freeman ( Executive ) , on behalf of himself and his heirs , legal representatives , administrators , executors , successors and assigns , and each of them , for good and valuable consideration received as set forth in the Employment Agreement dated as of July __ , 2017 ( the Employment Agreement ) between Reeds , Inc . , a Delaware corporation ( the Company ) , does hereby unconditionally , knowingly , and voluntarily release and forever discharge the Company , and its present and former related companies , subsidiaries and affiliates , and all of their present and former executives , officers , managers , directors , owners , members , shareholders , partners , employees , agents , and attorneys , including in their individual capacity , and each of its and their successors and assigns ( hereinafter collectively the Released Parties ) , from any and all known or unknown claims , demands , actions or causes of action that now exist or may arise in the future , based upon events occurring or omissions on or before the date of the execution of this Release , including , but not limited to any and all claims whatsoever pertaining in any way to Executives employment at the Company or with any of the Released Parties or the termination of Executives employment , including , but not limited to , any claims under : ( 1 ) the Americans with Disabilities Act ; the Family and Medical Leave Act ; Title VII of the Civil Rights Act ; 42 U . S . C . Section 1981 ; the Older Workers Benefit Protection Act ; the Age Discrimination in Employment Act of 1967 , as amended ( the ADEA ) ; the Employee Retirement Income Security Act of 1974 ; the Civil Rights Act of 1866 , 1871 , 1964 , and 1991 ; the Rehabilitation Act of 1973 ; the Equal Pay Act of 1963 ; the Vietnam Veterans Readjustment Assistance Act of 1974 ; the Occupational Safety and Health Act ; and the Immigration Reform and Control Act of 1986 ; and any and all other federal , state , local or foreign laws , statutes , ordinances , or regulations pertaining to employment , discrimination or pay ; ( 2 ) any state tort law theories under which an action could have been brought , including , but not limited to , claims of negligence , negligent supervision , training and retention or defamation ; ( 3 ) any claims of alleged fraud and / or inducement , or alleged inducement to enter into this Release ; ( 4 ) any and all other tort claims ; ( 5 ) all claims for attorneys fees and costs ; ( 6 ) all claims for physical , mental , emotional , and / or pecuniary injuries , losses and damages of every kind , including but not limited to earnings , punitive , liquidated and compensatory damages , and employee benefits ; ( 7 ) any and all claims whatsoever arising under any of the Released Parties express or implied contract or under any federal , state , local , or foreign law , ordinance , or regulation , or the Constitution of any State or the United States ; ( 8 ) any and all claims whatsoever against any of the Released Parties for wages , bonuses , benefits , fringe benefits , vacation pay , or other compensation or for any damages , fees , costs , or benefits , in each case , except to the extent Executive has vested rights in any of the same ; and ( 9 ) any and all claims whatsoever to reinstatement ( collectively , the Released Claims ) ; provided , however , that , notwithstanding anything to the contrary contained herein , this Release shall not cover and the Released Claims shall extend to any rights or claims , if any , of Executive ( A ) as a holder of equity interests in the Company , ( B ) to indemnification or advancement of expenses , ( C ) under Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended , ( D ) under any profit-sharing and / or retirement plans or benefits in which Executive has vested rights , or ( E ) under Section 7 of the Employment Agreement . Executive also intends that this Release operate as a general release of any and all claims to the fullest extent permitted by law and a waiver of all unknown claims of the type being released hereunder .


Executive represents and warrants that he has not previously filed, and to the maximum extent permitted by law agrees that he will not file, a complaint, charge, or lawsuit against any member of the Released Parties regarding any of the claims released herein. If, notwithstanding this representation and warranty, the Executive has filed or files such a complaint, charge, or lawsuit, he agrees that he shall cause such complaint, charge, or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint, charge, or lawsuit, including without limitation the attorneys fees of any member of the Released Parties against whom he has filed such a complaint, charge, or lawsuit. This paragraph shall not apply, however, to a claim of age discrimination under the ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission (the EEOC); provided, however, that if the EEOC were to pursue any claims relating to the Executives employment with Company, the Executive agrees that he shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and Section 7 of the Employment Agreement will control as the exclusive remedy and full settlement of all such claims by the Executive.

Executive represents and warrants that he has not previously filed , and to the maximum extent permitted by law agrees that he will not file , a complaint , charge , or lawsuit against any member of the Released Parties regarding any of the claims released herein . If , notwithstanding this representation and warranty , the Executive has filed or files such a complaint , charge , or lawsuit , he agrees that he shall cause such complaint , charge , or lawsuit to be dismissed with prejudice and shall pay any and all costs required in obtaining dismissal of such complaint , charge , or lawsuit , including without limitation the attorneys fees of any member of the Released Parties against whom he has filed such a complaint , charge , or lawsuit . This paragraph shall not apply , however , to a claim of age discrimination under the ADEA or to any non-waivable right to file a charge with the United States Equal Employment Opportunity Commission ( the EEOC ) ; provided , however , that if the EEOC were to pursue any claims relating to the Executives employment with Company , the Executive agrees that he shall not be entitled to recover any monetary damages or any other remedies or benefits as a result and that this Release and Section 7 of the Employment Agreement will control as the exclusive remedy and full settlement of all such claims by the Executive .


Executive is signing this Release knowingly, voluntarily and with full understanding of its terms and effects. Executive is signing this Release of his own free will without any duress, being fully informed and after due deliberation. Executive voluntarily accepts the consideration provided to him for the purpose of making full and final settlement of all claims referred to above. This Release shall be governed by and construed in accordance with the laws of the State of California .

Executive is signing this Release knowingly , voluntarily and with full understanding of its terms and effects . Executive is signing this Release of his own free will without any duress , being fully informed and after due deliberation . Executive voluntarily accepts the consideration provided to him for the purpose of making full and final settlement of all claims referred to above . This Release shall be governed by and construed in accordance with the laws of the State of California .


THIS EXECUTIVE EMPLOYMENT AGREEMENT (Agreement) is effective as of October12, 2017 (the Effective Date) by and between WatchGuard, Inc . (the Company) and David Russell Walker (the Executive). The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties.

THIS EXECUTIVE EMPLOYMENT AGREEMENT ( Agreement ) is effective as of October12 , 2017 ( the Effective Date ) by and between WatchGuard , Inc . ( the Company ) and David Russell Walker ( the Executive ) . The Company and the Executive shall be referred to herein individually as a Party and collectively as the Parties .


B. Bonus. The Executive shall be eligible to participate in the Companys annual discretionary bonus plan, subject to the terms and conditions of the plan, which may be amended from time to time by the Company in its sole discretion. Under the Companys annual discretionary bonus plan, the Executive shall be eligible to receive an annual performance bonus of up to 100% of the Base Salary, less applicable taxes and withholdings (Annual Bonus), which Annual Bonus, if any, may be calculated and paid quarterly, but in any event shall be paid by the Company on or before March 15th of the year after the year to which the Annual Bonus relates. No Annual Bonus shall be payable unless the Executive is employed with the Company on the date any such Annual Bonus is paid and provided that the Executive is not working under any written notice of termination on the date the Annual Bonus is paid. The actual amount of the Annual Bonus payable each year, if any, shall be determined by the Company, in its sole discretion. The payment of an Annual Bonus with respect to a particular calendar year does not guarantee payment of an Annual Bonus in any subsequent calendar year.

B . Bonus . The Executive shall be eligible to participate in the Companys annual discretionary bonus plan , subject to the terms and conditions of the plan , which may be amended from time to time by the Company in its sole discretion . Under the Companys annual discretionary bonus plan , the Executive shall be eligible to receive an annual performance bonus of up to 100 % of the Base Salary , less applicable taxes and withholdings ( Annual Bonus ) , which Annual Bonus , if any , may be calculated and paid quarterly , but in any event shall be paid by the Company on or before March 15th of the year after the year to which the Annual Bonus relates . No Annual Bonus shall be payable unless the Executive is employed with the Company on the date any such Annual Bonus is paid and provided that the Executive is not working under any written notice of termination on the date the Annual Bonus is paid . The actual amount of the Annual Bonus payable each year , if any , shall be determined by the Company , in its sole discretion . The payment of an Annual Bonus with respect to a particular calendar year does not guarantee payment of an Annual Bonus in any subsequent calendar year .


(ii) Assignment of Inventions. During the Executives employment with the Company and following the termination of the Executives employment for any reason, the Executive agrees that the Executive shall promptly make full written disclosure to the Company, shall hold in trust for the sole right and benefit of the Company, and hereby assigns and shall be deemed to have assigned to the Company or its designee, all of the Executives right, title, and interest in and to any and all Inventions that have been or may be conceived, created, developed, completed, reduced to practice, or otherwise made by the Executive, solely or jointly with others, during the period of the Executives employment with the Company which (a)relate in any manner to the Companys business or actual or demonstrably anticipated research or development of the Company; (b)are suggested by, result from, or arise out of any work that the Executive may do for or on behalf of the Company; (c)result from or arise out of any Confidential Information that may have been disclosed or otherwise made available to the Executive as a result of duties assigned to the Executive by the Company; or (d)are otherwise made through the use of the time, information, equipment, facilities, supplies, or materials of the Company, even if developed, conceived, reduced to practice, or otherwise made during other than working hours (collectively referred to as Company Inventions). The Executive further acknowledges that all original works of authorship that are made by the Executive (solely or jointly with others) within the scope of the Executives employment with the Company and that are protectable by copyright are Works Made for Hire, as that term is defined in the United States Copyright Act . The Executive understands and agrees that the decision whether or not to commercialize or market any Company Inventions is within the Companys sole discretion and for the Companys sole benefit, and that no royalty will be due to the Executive as a result of the Companys efforts to commercialize or market any such Inventions.

( ii ) Assignment of Inventions . During the Executives employment with the Company and following the termination of the Executives employment for any reason , the Executive agrees that the Executive shall promptly make full written disclosure to the Company , shall hold in trust for the sole right and benefit of the Company , and hereby assigns and shall be deemed to have assigned to the Company or its designee , all of the Executives right , title , and interest in and to any and all Inventions that have been or may be conceived , created , developed , completed , reduced to practice , or otherwise made by the Executive , solely or jointly with others , during the period of the Executives employment with the Company which ( a ) relate in any manner to the Companys business or actual or demonstrably anticipated research or development of the Company ; ( b ) are suggested by , result from , or arise out of any work that the Executive may do for or on behalf of the Company ; ( c ) result from or arise out of any Confidential Information that may have been disclosed or otherwise made available to the Executive as a result of duties assigned to the Executive by the Company ; or ( d ) are otherwise made through the use of the time , information , equipment , facilities , supplies , or materials of the Company , even if developed , conceived , reduced to practice , or otherwise made during other than working hours ( collectively referred to as Company Inventions ) . The Executive further acknowledges that all original works of authorship that are made by the Executive ( solely or jointly with others ) within the scope of the Executives employment with the Company and that are protectable by copyright are Works Made for Hire , as that term is defined in the United States Copyright Act . The Executive understands and agrees that the decision whether or not to commercialize or market any Company Inventions is within the Companys sole discretion and for the Companys sole benefit , and that no royalty will be due to the Executive as a result of the Companys efforts to commercialize or market any such Inventions .


A. Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of Texas , without regard to any applicable conflict of law or choice of law rules. Venue of any litigation arising from this Agreement or any disputes relating to the Executives employment shall be in the United States District Court for the Northern District of Texas or a state district court of competent jurisdiction in Collin County, Texas. The Executive and the Company consent to personal jurisdiction of the United States District Court for the Northern District of Texas or a state district court of competent jurisdiction in Collin County, Texas for any dispute relating to or arising out of this Agreement or the Executives employment, and the Executive and the Company agree that the Executive and the Company shall not challenge personal or subject matter jurisdiction in such courts. The Executive waives any objection that the Executive may now or hereafter have to the venue or jurisdiction of any proceeding in such courts or that any such proceeding was brought in an inconvenient forum (and agrees not to plead or claim the same).

A . Governing Law ; Venue . This Agreement shall be governed by and construed under the laws of the State of Texas , without regard to any applicable conflict of law or choice of law rules . Venue of any litigation arising from this Agreement or any disputes relating to the Executives employment shall be in the United States District Court for the Northern District of Texas or a state district court of competent jurisdiction in Collin County , Texas . The Executive and the Company consent to personal jurisdiction of the United States District Court for the Northern District of Texas or a state district court of competent jurisdiction in Collin County , Texas for any dispute relating to or arising out of this Agreement or the Executives employment , and the Executive and the Company agree that the Executive and the Company shall not challenge personal or subject matter jurisdiction in such courts . The Executive waives any objection that the Executive may now or hereafter have to the venue or jurisdiction of any proceeding in such courts or that any such proceeding was brought in an inconvenient forum ( and agrees not to plead or claim the same ) .


By: /s/ Robert Vanman | | PrintedName: Robert Vanman | | Title: Chief Executive Officer | THE EXECUTIVE: | |

By : / s / Robert Vanman | | PrintedName : Robert Vanman | | Title : Chief Executive Officer | THE EXECUTIVE : | |


/s/ David Russell Walker | | David Russell Walker

/ s / David Russell Walker | | David Russell Walker


2\. Duties. During the Term, Executive shall be employed by the Company as Chief Executive Officer of the Company, and, as such, Executive shall report directly to the Board of Directors of the Company (the Board). As long as Executive serves as the Chief Executive Officer of the Company, the Company shall cause the Executive to be nominated to serve on the Board, subject to the limitations of applicable law, each time that his term as a director is set to expire. Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board, which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies. Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executives employment duties. In addition, Executive will be permitted to serve, with the prior written consent of the Board, as a member of the board of directors or advisory boards (or their equivalents, in the case of a non-corporate entity) of non-competing businesses. Executive shall comply with the policies, procedures, standards, and regulations established from time to time by the Company (the Policies). Executive shall obtain and keep in full force and effect throughout the Term all gaming licenses or approvals necessary or appropriate for Executives position. During the Term, Executive shall be based in the Companys offices in New York, NY, except for reasonably required travel on the Companys business consistent with Executives position.

2 \ . Duties . During the Term , Executive shall be employed by the Company as Chief Executive Officer of the Company , and , as such , Executive shall report directly to the Board of Directors of the Company ( the Board ) . As long as Executive serves as the Chief Executive Officer of the Company , the Company shall cause the Executive to be nominated to serve on the Board , subject to the limitations of applicable law , each time that his term as a director is set to expire . Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive , managerial or administrative nature as shall be specified and designated from time to time by the Board , which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with comparable companies . Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder , except that Executive may devote reasonable time and attention to civic , charitable , business or social activities so long as such activities do not interfere with Executives employment duties . In addition , Executive will be permitted to serve , with the prior written consent of the Board , as a member of the board of directors or advisory boards ( or their equivalents , in the case of a non-corporate entity ) of non-competing businesses . Executive shall comply with the policies , procedures , standards , and regulations established from time to time by the Company ( the Policies ) . Executive shall obtain and keep in full force and effect throughout the Term all gaming licenses or approvals necessary or appropriate for Executives position . During the Term , Executive shall be based in the Companys offices in New York , NY , except for reasonably required travel on the Companys business consistent with Executives position .


3.1 Salary. For purposes of this Agreement, a Contract Year shall mean each calendar year during the Term. The Company shall pay Executive a base salary at the rate of $725,000 per annum (the Initial Annual Salary), in accordance with the customary payroll practices of the Company applicable to senior executives, but not less frequently than monthly. The Compensation Committee of the Board (the Compensation Committee) shall review Executives base salary each Contract Year and may increase such amount as it may deem advisable (such salary, as the same may be increased, the Annual Salary). The Annual Salary shall be prorated (on the basis of a 365-day year) for any partial Contract Year.

3 . 1 Salary . For purposes of this Agreement , a Contract Year shall mean each calendar year during the Term . The Company shall pay Executive a base salary at the rate of $ 725 , 000 per annum ( the Initial Annual Salary ) , in accordance with the customary payroll practices of the Company applicable to senior executives , but not less frequently than monthly . The Compensation Committee of the Board ( the Compensation Committee ) shall review Executives base salary each Contract Year and may increase such amount as it may deem advisable ( such salary , as the same may be increased , the Annual Salary ) . The Annual Salary shall be prorated ( on the basis of a 365-day year ) for any partial Contract Year .


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 Section10D of the Securities Exchange Act of 1934 , as amended (the Act), the Company or any Company Affiliate (as defined below) would not be eligible for continued listing, if applicable, under Section10D(a) of the Act if it (or they) did not adopt policies consistent with Section10D(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 Section10D(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. For purposes of this Agreement a Company Affiliate shall mean any individual or entity that directly or indirectly controls, is controlled by, or is under common control with the Company.

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 Section10D of the Securities Exchange Act of 1934 , as amended ( the Act ) , the Company or any Company Affiliate ( as defined below ) would not be eligible for continued listing , if applicable , under Section10D ( a ) of the Act if it ( or they ) did not adopt policies consistent with Section10D ( 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 Section10D ( 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 . For purposes of this Agreement a Company Affiliate shall mean any individual or entity that directly or indirectly controls , is controlled by , or is under common control with the Company .


| (a) | If to the Company, to: ---|---|--- VICI Properties Inc.

| ( a ) | If to the Company , to : - - - | - - - | - - - VICI Properties Inc .


8329 W. Sunset Road, Suite 210


11\. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be performed therein.

11 \ . Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts to be performed therein .


In consideration of and in accordance with the October6, 2017 Employment Agreement by and between Edward Baltazar Pitoniak , (Executive) and VICI Properties Inc. , with offices at VICI Properties Inc. , 8329 W. Sunset Road, Suite 210 Las Vegas, Nevada 89113 (together with its successors and assigns, the Company) (Employment Agreement), of which this Exhibit A is part, Executive hereby agrees as follows. All terms not defined in this Separation Agreement and Release (Separation Agreement) shall have the same meanings as those set forth in the Employment Agreement.

In consideration of and in accordance with the October6 , 2017 Employment Agreement by and between Edward Baltazar Pitoniak , ( Executive ) and VICI Properties Inc . , with offices at VICI Properties Inc . , 8329 W . Sunset Road , Suite 210 Las Vegas , Nevada 89113 ( together with its successors and assigns , the Company ) ( Employment Agreement ) , of which this Exhibit A is part , Executive hereby agrees as follows . All terms not defined in this Separation Agreement and Release ( Separation Agreement ) shall have the same meanings as those set forth in the Employment Agreement .


(b) Executive may revoke this Separation Agreement within seven (7)days of Executives signing it by delivering a written notice of such revocation to Attn: General Counsel, VICI Properties Inc. , 8329 W. Sunset Road, Suite 210 Las Vegas, Nevada 89113, (phone): (702) 407-6000 , via nationally recognized overnight carrier or email. If Executive revokes this Separation Agreement within seven (7)days of signing it, this Separation Agreement and the promises contained herein or in Section9 of the Employment Agreement automatically will be null and void. If Executive signs this Separation Agreement and does not revoke this Separation Agreement within seven (7)days of signing it, this Separation Agreement shall become binding, effective, and irrevocable on the eighth (8th) day after the Separation Agreement is executed by both parties (the Separation Agreement Effective Date).

( b ) Executive may revoke this Separation Agreement within seven ( 7 ) days of Executives signing it by delivering a written notice of such revocation to Attn : General Counsel , VICI Properties Inc . , 8329 W . Sunset Road , Suite 210 Las Vegas , Nevada 89113 , ( phone ) : ( 702 ) 407-6000 , via nationally recognized overnight carrier or email . If Executive revokes this Separation Agreement within seven ( 7 ) days of signing it , this Separation Agreement and the promises contained herein or in Section9 of the Employment Agreement automatically will be null and void . If Executive signs this Separation Agreement and does not revoke this Separation Agreement within seven ( 7 ) days of signing it , this Separation Agreement shall become binding , effective , and irrevocable on the eighth ( 8th ) day after the Separation Agreement is executed by both parties ( the Separation Agreement Effective Date ) .


WHEREAS, the Executive desires to be employed by the Company as its Chief Financial Officer and Executive Vice President and the Company wishes to employ Executive in such capacity;

WHEREAS , the Executive desires to be employed by the Company as its Chief Financial Officer and Executive Vice President and the Company wishes to employ Executive in such capacity ;


1.Employment and Duties. The Company agrees to employ and Executive agrees to serve as the Company's Chief Financial Officer and Executive Vice President . The rights, duties and responsibilities of Executive shall include the right and duty to manage the day to day financial operations of the Company and such other duties and responsibilities as are consistent with Executives position. Executive shall report to the Executive Chairman (the Chairman) and the Board of Directors of the Corporation (the Board).

1 . Employment and Duties . The Company agrees to employ and Executive agrees to serve as the Company ' s Chief Financial Officer and Executive Vice President . The rights , duties and responsibilities of Executive shall include the right and duty to manage the day to day financial operations of the Company and such other duties and responsibilities as are consistent with Executives position . Executive shall report to the Executive Chairman ( the Chairman ) and the Board of Directors of the Corporation ( the Board ) .


a.the Company shall grant to Executive 200,000 shares of restricted common stock at no cost to Executive as a signing bonus. Fifty percent ( 50% ) of such common stock shall be immediately vested with the remainder balance vesting once Avalanche International Corporation is current with its periodic reports with the SEC; and

a . the Company shall grant to Executive 200 , 000 shares of restricted common stock at no cost to Executive as a signing bonus . Fifty percent ( 50 % ) of such common stock shall be immediately vested with the remainder balance vesting once Avalanche International Corporation is current with its periodic reports with the SEC ; and


b.the Company shall grant to Executive an option to purchase 1,000,000 shares of the Companys common stock exercisable for a period of ten (10) years at market closing price on the Effective Date. The options shall vest ratably over 48 months beginning with the first month after the Effective Date.

b . the Company shall grant to Executive an option to purchase 1 , 000 , 000 shares of the Companys common stock exercisable for a period of ten ( 10 ) years at market closing price on the Effective Date . The options shall vest ratably over 48 months beginning with the first month after the Effective Date .


(b) The Executive hereby agrees and covenants that he shall not, during the Employment Period and any Separation Period, without the prior written consent of the Company, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than five percent ( 5% ) of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or equity-linked security position in portfolio companies that are directly competitive with the Companys products or services; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory:

( b ) The Executive hereby agrees and covenants that he shall not , during the Employment Period and any Separation Period , without the prior written consent of the Company , directly or indirectly , in any capacity whatsoever , including , without limitation , as an employee , employer , consultant , principal , partner , shareholder , officer , director or any other individual or representative capacity ( other than ( i ) as a holder of less than five percent ( 5 % ) of the outstanding securities of a Company whose shares are traded on any national securities exchange or ( ii ) as a limited partner , passive minority interest holder in a venture capital fund , private equity fund or similar investment entity which holds or may hold an equity or equity-linked security position in portfolio companies that are directly competitive with the Companys products or services ; provided however , that the Executive shall be precluded from serving as an operating partner , general partner , manager or governing board designee with respect to such portfolio companies ) , or whether on the Executive ' s own behalf or on behalf of any other person or entity or otherwise howsoever , during the Employment Period and the Separation Period and thereafter to the extent described below , within the Territory :


The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 , as amended (the Code) and any final regulations and guidance promulgated thereunder (Section 409A) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.

The provisions of this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986 , as amended ( the Code ) and any final regulations and guidance promulgated thereunder ( Section 409A ) and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A . The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary , appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A .


Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2) (iii). Each payment that is made within the terms of the short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the short-term deferral rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1 . 409A-2 ( b ) , including Treasury Regulation Section 1 . 409A-2 ( b ) ( 2 ) ( iii ) . Each payment that is made within the terms of the short-term deferral rule set forth in Treasury Regulation Section 1 . 409A-1 ( b ) ( 4 ) is intended to meet the short-term deferral rule . Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1 . 409A-1 ( b ) ( 9 ) ( iii ) , et . seq . , to the maximum extent permitted by that regulation , with any amount that is not exempt from Code Section 409A being subject to Code Section 409A .


By: /s/ William Horne


Pursuant to the terms and conditions of the Company's 2016 Omnibus Incentive Plan (the Plan) and the employment agreement by and between you and the Company dated September 28, 2017 (the Employment Agreement), you have been granted an award of restricted stock units (RSUs) as outlined below (Award) (any capitalized terms used but not defined herein shall have the definitions given to such terms in the Plan).

Pursuant to the terms and conditions of the Company ' s 2016 Omnibus Incentive Plan ( the Plan ) and the employment agreement by and between you and the Company dated September 28 , 2017 ( the Employment Agreement ) , you have been granted an award of restricted stock units ( RSUs ) as outlined below ( Award ) ( any capitalized terms used but not defined herein shall have the definitions given to such terms in the Plan ) .


Mark Thierer Grant Date: September 28, 2017 ---|--- | Number of RSUs:

Mark Thierer Grant Date : September 28 , 2017 - - - | - - - | Number of RSUs :


2. Duties. During the Employment Period, Executive shall devote Executives full business time, energies and talents to serving as Executive Vice President & Chief Credit Officer of the Company, at the direction of the Companys President and Chief Executive Officer (the CEO). Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO, which duties and responsibilities shall be commensurate with Executives position, shall perform all duties assigned to Executive faithfully and efficiently, subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder. Executive shall perform the duties required by

2 . Duties . During the Employment Period , Executive shall devote Executives full business time , energies and talents to serving as Executive Vice President & amp ; Chief Credit Officer of the Company , at the direction of the Companys President and Chief Executive Officer ( the CEO ) . Executive shall have such duties and responsibilities as may be assigned to Executive from time to time by the CEO , which duties and responsibilities shall be commensurate with Executives position , shall perform all duties assigned to Executive faithfully and efficiently , subject to the direction of the CEO and shall have such authorities and powers as are inherent to the undertakings applicable to Executives position and necessary to carry out the responsibilities and duties required of Executive hereunder . Executive shall perform the duties required by


/s/ KENT L. JEHLE |


The Age Discrimination in Employment Act ( the ADEA ), | ---|--- (ix)

The Age Discrimination in Employment Act ( the ADEA ) , | - - - | - - - ( ix )


(a) A covenant not to sue is a legal term that means Executive promises not to file a lawsuit in court. It is different from the Release and Waiver. Besides waiving and releasing the claims covered by Section 4 above, Executive shall never sue the Releasees in any forum for any reason covered by the Release and Waiver. Notwithstanding this covenant not to sue, Executive may bring a claim against the Company to enforce this Agreement or to challenge the validity of this Agreement under the ADEA . If Executive sues any of the Releasees in violation of this Agreement, Executive shall be liable to them for their reasonable attorneys fees and costs (including the costs of experts, evidence, and counsel) and other litigation costs incurred in defending against Executives suit. In addition, if Executive sues any of the Releasees in violation of this Agreement, the Company can require Executive to return all but a sum of $100 of the Severance Payments, which sum is, by itself, adequate consideration for the promises and covenants in this Agreement. In that event, the Company shall have no obligation to make any further Severance Payments.

( a ) A covenant not to sue is a legal term that means Executive promises not to file a lawsuit in court . It is different from the Release and Waiver . Besides waiving and releasing the claims covered by Section 4 above , Executive shall never sue the Releasees in any forum for any reason covered by the Release and Waiver . Notwithstanding this covenant not to sue , Executive may bring a claim against the Company to enforce this Agreement or to challenge the validity of this Agreement under the ADEA . If Executive sues any of the Releasees in violation of this Agreement , Executive shall be liable to them for their reasonable attorneys fees and costs ( including the costs of experts , evidence , and counsel ) and other litigation costs incurred in defending against Executives suit . In addition , if Executive sues any of the Releasees in violation of this Agreement , the Company can require Executive to return all but a sum of $ 100 of the Severance Payments , which sum is , by itself , adequate consideration for the promises and covenants in this Agreement . In that event , the Company shall have no obligation to make any further Severance Payments .


1\. Position and Duties. The Executive shall serve as the President and Chief Operating Officer of the Company, shall report to the Chief Executive Officer and shall have responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (including any committee of the Board of Directors, the Board), commensurate with the customary scope and authority of the Executives position. The Executive shall devote the Executives full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may engage in religious, charitable or other community activities as long as such activities are disclosed to the Board and do not interfere with the Executives performance of the Executives duties to the Company. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, the Executive may continue to perform clinical patient-care responsibilities for approximately five hours per week and such other activities as are set forth on Exhibit B attached hereto. Executive represents that Exhibit B attached hereto is a comprehensive list of all outside professional activities with which Executive is currently involved.

1 \ . Position and Duties . The Executive shall serve as the President and Chief Operating Officer of the Company , shall report to the Chief Executive Officer and shall have responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company ( including any committee of the Board of Directors , the Board ) , commensurate with the customary scope and authority of the Executives position . The Executive shall devote the Executives full working time and efforts to the business and affairs of the Company . Notwithstanding the foregoing , the Executive may engage in religious , charitable or other community activities as long as such activities are disclosed to the Board and do not interfere with the Executives performance of the Executives duties to the Company . Notwithstanding the foregoing or anything else contained in this Agreement to the contrary , the Executive may continue to perform clinical patient-care responsibilities for approximately five hours per week and such other activities as are set forth on Exhibit B attached hereto . Executive represents that Exhibit B attached hereto is a comprehensive list of all outside professional activities with which Executive is currently involved .


(a) Base Salary. The Executives initial annual base salary rate shall be $396,400 . The Executives base salary rate shall be subject to increase by the Board or the Compensation Committee of the Board (the Compensation Committee) from time to time and shall not be subject to diminution except as provided in Section3(e)(i). The annual 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 executives.

( a ) Base Salary . The Executives initial annual base salary rate shall be $ 396 , 400 . The Executives base salary rate shall be subject to increase by the Board or the Compensation Committee of the Board ( the Compensation Committee ) from time to time and shall not be subject to diminution except as provided in Section3 ( e ) ( i ) . The annual 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 executives .


(b) Incentive Compensation. The Executive shall be eligible to receive annual cash incentive compensation as determined by the Board or the Compensation Committee from time to time based upon achievement of corporate goals and the Executives personal goals, in each case as adopted by the Board. The Executives initial target annual incentive compensation shall be 40 percent of the Executives annual base salary . The target annual incentive compensation in effect at any given time is referred to herein as Target Annual Cash Incentive Compensation and the actual Annual Cash Incentive Compensation with respect to any given time is the Annual Cash Incentive Compensation. To avoid doubt, whether incentive compensation is awarded, the criteria governing any incentive compensation, and the amount of any incentive compensation is in the sole discretion of the Board. Except as provided in Section5(a), to earn incentive compensation, the Executive must be employed by the Company on the last day of the calendar year to which the incentive compensation applies. Annual Cash Incentive Compensation shall be paid on or before March15th of the calendar year following the year for which the bonus was earned.

( b ) Incentive Compensation . The Executive shall be eligible to receive annual cash incentive compensation as determined by the Board or the Compensation Committee from time to time based upon achievement of corporate goals and the Executives personal goals , in each case as adopted by the Board . The Executives initial target annual incentive compensation shall be 40 percent of the Executives annual base salary . The target annual incentive compensation in effect at any given time is referred to herein as Target Annual Cash Incentive Compensation and the actual Annual Cash Incentive Compensation with respect to any given time is the Annual Cash Incentive Compensation . To avoid doubt , whether incentive compensation is awarded , the criteria governing any incentive compensation , and the amount of any incentive compensation is in the sole discretion of the Board . Except as provided in Section5 ( a ) , to earn incentive compensation , the Executive must be employed by the Company on the last day of the calendar year to which the incentive compensation applies . Annual Cash Incentive Compensation shall be paid on or before March15th of the calendar year following the year for which the bonus was earned .


/s/ Alexey Margolin | | Alexey Margolin Its: | | Chief Executive Officer EXECUTIVE: /s/ Louis Brenner Louis Brenner , M.D.

/ s / Alexey Margolin | | Alexey Margolin Its : | | Chief Executive Officer EXECUTIVE : / s / Louis Brenner Louis Brenner , M . D .


This option will become exercisable (vest) as to 25% of the original number of Shares on the first anniversary of the Vesting Commencement Dale (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 except as provided in Subsection B below, the Participant remains an Eligible Participant (as defined in Section3(b)) on each vesting date. For purposes of this Agreement, Vesting Commencement Date shall mean April6, 2015.

This option will become exercisable ( vest ) as to 25 % of the original number of Shares on the first anniversary of the Vesting Commencement Dale ( 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 except as provided in Subsection B below , the Participant remains an Eligible Participant ( as defined in Section3 ( b ) ) on each vesting date . For purposes of this Agreement , Vesting Commencement Date shall mean April6 , 2015 .


(A) in the event (and on in the event) that a Reorganization Event (as defined in the Plan) is consummated prior to the first anniversary of the Vesting Commencement Date, then 25% of the original number of Shares that would otherwise vest on the first anniversary of the Vesting Commencement Date shall immediately vest and become available for exercise effective upon the consummation of the Reorganization Event, with monthly vesting to continue following the first anniversary of the Vesting Commencement Date as set forth and to the extent provided above;

( A ) in the event ( and on in the event ) that a Reorganization Event ( as defined in the Plan ) is consummated prior to the first anniversary of the Vesting Commencement Date , then 25 % of the original number of Shares that would otherwise vest on the first anniversary of the Vesting Commencement Date shall immediately vest and become available for exercise effective upon the consummation of the Reorganization Event , with monthly vesting to continue following the first anniversary of the Vesting Commencement Date as set forth and to the extent provided above ;


(e) Termination for Cause. If, prior to the Final Exercise Date, the Participants employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i)such time as it is determined or otherwise agreed that the Participants employment shall not be terminated for Cause as provided in such notice or (ii)the effective date of such termination of employment (in which case the right to exercise tins option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). The Recipient is party to that certain employment agreement dated March17, 2015 (the Employment Agreement ) with the Company. For purposes of this option, the terms Cause and Good Reason shall have the meanings ascribed to such terms in the Employment Agreement .

( e ) Termination for Cause . If , prior to the Final Exercise Date , the Participants employment is terminated by the Company for Cause ( as defined below ) , the right to exercise this option shall terminate immediately upon the effective date of such termination of employment . If , prior to the Final Exercise Date , the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause , and the effective date of such employment termination is subsequent to the date of delivery of such notice , the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of ( i ) such time as it is determined or otherwise agreed that the Participants employment shall not be terminated for Cause as provided in such notice or ( ii ) the effective date of such termination of employment ( in which case the right to exercise tins option shall , pursuant to the preceding sentence , terminate upon the effective date of such termination of employment ) . The Recipient is party to that certain employment agreement dated March17 , 2015 ( the Employment Agreement ) with the Company . For purposes of this option , the terms Cause and Good Reason shall have the meanings ascribed to such terms in the Employment Agreement .


--- PARTICIPANT: /s/ Louis Brenner * * *

- - - PARTICIPANT : / s / Louis Brenner * * *


This agreement evidences the grant by Allena Pharmaceuticals, Inc. a Delaware corporation (the Company), on March10, 2016 (the Grant Date) to Lou Brenner, an employee of the Company (the Participant), of an option to purchase, in whole or in part on the terms provided herein and in the Companys 2011 Stock Incentive Plan (the Plan), a total of 320,000 shares (the Shares) of common stock, $0.001 par value per share, of the Company (Common Stock) at $0.38 per Share. Unless earlier terminated, this option shall expire at 5:00p.m ., Eastern time, on March9, 2026 (the Final Exercise Date).

This agreement evidences the grant by Allena Pharmaceuticals , Inc . a Delaware corporation ( the Company ) , on March10 , 2016 ( the Grant Date ) to Lou Brenner , an employee of the Company ( the Participant ) , of an option to purchase , in whole or in part on the terms provided herein and in the Companys 2011 Stock Incentive Plan ( the Plan ) , a total of 320 , 000 shares ( the Shares ) of common stock , $ 0 . 001 par value per share , of the Company ( Common Stock ) at $ 0 . 38 per Share . Unless earlier terminated , this option shall expire at 5 : 00p . m . , Eastern time , on March9 , 2026 ( the Final Exercise Date ) .


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 me Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date, For purposes of this Agreement, Vesting Commencement Date shall mean December8, 2015.

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 me Vesting Commencement Date until the fourth anniversary of the Vesting Commencement Date , For purposes of this Agreement , Vesting Commencement Date shall mean December8 , 2015 .


I am the holder of 2 Stock Option granted to me under the Allena Pharmaceuticals, Inc. (the Company) 2011 Stock Incentive Plan on 3 for the purchase 4 shares of Common Stock of the Company at a purchase price of $5 per share.

I am the holder of 2 Stock Option granted to me under the Allena Pharmaceuticals , Inc . ( the Company ) 2011 Stock Incentive Plan on 3 for the purchase 4 shares of Common Stock of the Company at a purchase price of $ 5 per share .


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 distention 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 distention 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 ;


5\. I understand that (i)the Shares have not been registered under the Securities Act and are restricted securities within the meaning of Rule 144 under the Securities Act , ( ii)the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available; (iii)in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with: and (iv)there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act . < br/>

5 \ . I understand that ( i ) the Shares have not been registered under the Securities Act and are restricted securities within the meaning of Rule 144 under the Securities Act , ( ii ) the Shares cannot be sold , transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available ; ( iii ) in any event , the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock , adequate information concerning the Company is then available to the public , and other terms and conditions of Rule 144 are complied with : and ( iv ) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company and the Company has no obligation or current intention to register the Shares under the Securities Act . & lt ; br / & gt ;


(A) in the event (and only in the event) that a Reorganization Event (as defined in the Plan) is consummated prior to the first anniversary of the Vesting Commencement Date, then 25% of the original number of Shares shall immediately vest and become available for exercise effective upon the consummation of the Reorganization Event, with monthly vesting to continue following the first anniversary of the Vesting Commencement Date as set forth and to the extent provided above;

( A ) in the event ( and only in the event ) that a Reorganization Event ( as defined in the Plan ) is consummated prior to the first anniversary of the Vesting Commencement Date , then 25 % of the original number of Shares shall immediately vest and become available for exercise effective upon the consummation of the Reorganization Event , with monthly vesting to continue following the first anniversary of the Vesting Commencement Date as set forth and to the extent provided above ;


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 .


--- PARTICIPANT: /s/ Louis Brenner Louis Brenner * * *

- - - PARTICIPANT : / s / Louis Brenner Louis Brenner * * *


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 Louis Brenner (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 Louis Brenner ( the Employee ) .


| | | | | | ---|---|---|---|---|---|--- | | | | Allena Pharmaceuticals, Inc. | | | Date: October 18, 2017 | | | | By: | |


/s/ Louis Brenner * * *


This Agreement is made between Allena Pharmaceuticals, Inc. , a Delaware corporation (hereinafter referred to collectively with its subsidiaries as the Company), with office at OneNewton Executive Park, Newton, MA 02462, and Louis Brenner (the Employee).

This Agreement is made between Allena Pharmaceuticals , Inc . , a Delaware corporation ( hereinafter referred to collectively with its subsidiaries as the Company ) , with office at OneNewton Executive Park , Newton , MA 02462 , and Louis Brenner ( the Employee ) .


THIS AGREEMENT is entered into as of the date set forth below, by and between Village Bank and Trust Financial Corp. , a Virginia corporation (the Corporation), and William G. Foster, Jr. (the Executive) and is made effective October 1, 2017 .

THIS AGREEMENT is entered into as of the date set forth below , by and between Village Bank and Trust Financial Corp . , a Virginia corporation ( the Corporation ) , and William G . Foster , Jr . ( the Executive ) and is made effective October 1 , 2017 .


| 1.| EMPLOYMENT: The Corporation agrees to, and does hereby employ, the Executive, and the Executive agrees to, and does hereby accept such employment, for the period beginning on or before October 1, 2017 , and ending on September 30, 2020 , which period of employment may be extended or terminated only upon the terms and conditions hereinafter set forth. ---|---|---

| 1 . | EMPLOYMENT : The Corporation agrees to , and does hereby employ , the Executive , and the Executive agrees to , and does hereby accept such employment , for the period beginning on or before October 1 , 2017 , and ending on September 30 , 2020 , which period of employment may be extended or terminated only upon the terms and conditions hereinafter set forth . - - - | - - - | - - -


| 3.| EXECUTIVE DUTIES: The Executive agrees that, during the term of his employment under this Agreement and in his capacity of President and Chief Executive Officer , he will devote his full business time and energy to the business, affairs and interests of the Corporation and serve it diligently, to the best of his ability and in accordance with general business standards. The Executive, however, may devote reasonable time and energy to charitable and civic activities that enhance the reputation and good standing of the Executive and the Corporation in the community. The Executive shall comply with all policies, standards and regulations of the Corporation now or hereafter promulgated. The services and duties to be performed by the Executive shall be those appropriate to his office and title as currently and from time to time hereafter specified in the Corporations Bylaws or otherwise specified by the Board of Directors of the Corporation. ---|---|---

| 3 . | EXECUTIVE DUTIES : The Executive agrees that , during the term of his employment under this Agreement and in his capacity of President and Chief Executive Officer , he will devote his full business time and energy to the business , affairs and interests of the Corporation and serve it diligently , to the best of his ability and in accordance with general business standards . The Executive , however , may devote reasonable time and energy to charitable and civic activities that enhance the reputation and good standing of the Executive and the Corporation in the community . The Executive shall comply with all policies , standards and regulations of the Corporation now or hereafter promulgated . The services and duties to be performed by the Executive shall be those appropriate to his office and title as currently and from time to time hereafter specified in the Corporations Bylaws or otherwise specified by the Board of Directors of the Corporation . - - - | - - - | - - -


| 6.| ILLNESS: In the event the Executive is unable to perform the essential functions of his job, with or without reasonable accommodations, for a period of four (4) consecutive months by reason of illness or other physical or mental disability, the Corporation may terminate this Agreement without further or additional compensation being due the Executive from the Corporation pursuant to this Agreement, except benefits accrued through the date of such termination under Employee Benefit Plans of the Corporation. Executive will also be entitled to any long-term disability and other insurance or other benefits then regularly provided by the Corporation to disabled employees of senior executive status, as well as any other insurance benefits so provided, for which Executive qualifies. Notwithstanding any other provision in this Agreement, the Corporation will comply with the Americans with Disabilities Act and Family Medical Leave Act. ---|---|--- < br/>

| 6 . | ILLNESS : In the event the Executive is unable to perform the essential functions of his job , with or without reasonable accommodations , for a period of four ( 4 ) consecutive months by reason of illness or other physical or mental disability , the Corporation may terminate this Agreement without further or additional compensation being due the Executive from the Corporation pursuant to this Agreement , except benefits accrued through the date of such termination under Employee Benefit Plans of the Corporation . Executive will also be entitled to any long-term disability and other insurance or other benefits then regularly provided by the Corporation to disabled employees of senior executive status , as well as any other insurance benefits so provided , for which Executive qualifies . Notwithstanding any other provision in this Agreement , the Corporation will comply with the Americans with Disabilities Act and Family Medical Leave Act . - - - | - - - | - - - & lt ; br / & gt ;


| (i)| The Executive shall be paid two times the Executives Final Compensation. For purposes of this Agreement, Final Compensation means (a) the annual base salary in effect on the date of termination (or the annual base salary in effect immediately prior to a reduction in the Executives base salary in the event the Executive resigns for Good Reason based on Section 8(b)(iii) hereunder) and (b) an annual bonus amount equal to 30% of annual base salary. The payment of Final Compensation shall be made over twenty-four months in installments such that the Final Compensation payments are made at the same time as Executive would have received his base salary. ---|---|---

| ( i ) | The Executive shall be paid two times the Executives Final Compensation . For purposes of this Agreement , Final Compensation means ( a ) the annual base salary in effect on the date of termination ( or the annual base salary in effect immediately prior to a reduction in the Executives base salary in the event the Executive resigns for Good Reason based on Section 8 ( b ) ( iii ) hereunder ) and ( b ) an annual bonus amount equal to 30 % of annual base salary . The payment of Final Compensation shall be made over twenty-four months in installments such that the Final Compensation payments are made at the same time as Executive would have received his base salary . - - - | - - - | - - -


| (iii)| If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ), the Corporation shall reimburse the Executive for the difference between the monthly COBRA premium amount paid by the Executive for his and his eligible dependents group health insurance coverage and the monthly premium amount paid by similarly situated active employees of the Corporation. Such reimbursement shall be paid to the Executive by the tenth day of the month immediately following the month in which the Executive timely remits the COBRA premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) twenty-four (24) months following the Executives termination; or (B) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer. If Executive becomes ineligible for COBRA coverage before either of these events occur, the Corporation shall continue payments in the same amount to Executive for the remainder of the applicable time period. Notwithstanding the foregoing, if the Corporations payments under this Section 8(a)(iii) would violate the nondiscrimination rules applicable to non-grandfathered plans or would result in the imposition of penalties under applicable law, the parties agree to reform this Section 8(a)(iii) in a manner as is necessary to comply with applicable law. ---|---|---

| ( iii ) | If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , the Corporation shall reimburse the Executive for the difference between the monthly COBRA premium amount paid by the Executive for his and his eligible dependents group health insurance coverage and the monthly premium amount paid by similarly situated active employees of the Corporation . Such reimbursement shall be paid to the Executive by the tenth day of the month immediately following the month in which the Executive timely remits the COBRA premium payment . The Executive shall be eligible to receive such reimbursement until the earliest of : ( A ) twenty-four ( 24 ) months following the Executives termination ; or ( B ) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer . If Executive becomes ineligible for COBRA coverage before either of these events occur , the Corporation shall continue payments in the same amount to Executive for the remainder of the applicable time period . Notwithstanding the foregoing , if the Corporations payments under this Section 8 ( a ) ( iii ) would violate the nondiscrimination rules applicable to non-grandfathered plans or would result in the imposition of penalties under applicable law , the parties agree to reform this Section 8 ( a ) ( iii ) in a manner as is necessary to comply with applicable law . - - - | - - - | - - -


| (ii)| The removal of the Executive from, or any failure to re-elect him to, the position of President and Chief Executive Officer of the Corporation or President and Chief Executive Officer of Village Bank, except in connection with a termination of his employment by the Corporation for Cause or by reason of the Executives death or disability; ---|---|---

| ( ii ) | The removal of the Executive from , or any failure to re-elect him to , the position of President and Chief Executive Officer of the Corporation or President and Chief Executive Officer of Village Bank , except in connection with a termination of his employment by the Corporation for Cause or by reason of the Executives death or disability ; - - - | - - - | - - -


| (b)| For purposes of this Agreement, a Change of Control shall mean (i) the acquisition by any person or group (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (Exchange Act)), other than the Corporation, any subsidiary of the Corporation or any Corporations or subsidiarys employee benefit plan, directly or indirectly, as beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of securities of the Corporation representing fifty percent ( 50% ) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of the Corporation; (ii) either a majority of the directors of the Corporation elected at the Corporations most recent annual stockholders meeting shall have been nominated for election other than by or at the direction of the incumbent directors of the Corporation, or the incumbent directors shall cease to constitute a majority of the directors of the Corporation (the term incumbent director shall mean any director who was a director of the Corporation on January 1, 2017 and any individual who becomes a director of the Corporation subsequent to January 1, 2017 and who is elected or nominated by or at the direction of at least two-thirds of the then incumbent directors); (iii) the Corporation consummates a reorganization, merger, share exchange, consolidation or other business combination (a Reorganization) with any other person or group (as defined in Sections 13(d) and 14(d) of the Exchange Act) or affiliate thereof, other than a Reorganization that would result in the outstanding common stock of the Corporation immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof, at least fifty percent ( 50% ) of the common stock of the Corporation or such surviving entity or a parent or affiliate thereof outstanding immediately after the Reorganization; or (iv) a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporations assets. ---|---|---

| ( b ) | For purposes of this Agreement , a Change of Control shall mean ( i ) the acquisition by any person or group ( as defined in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 ( Exchange Act ) ) , other than the Corporation , any subsidiary of the Corporation or any Corporations or subsidiarys employee benefit plan , directly or indirectly , as beneficial owner ( as defined in Rule 13d-3 under the Exchange Act ) of securities of the Corporation representing fifty percent ( 50 % ) or more of either the then outstanding shares or the combined voting power of the then outstanding securities of the Corporation ; ( ii ) either a majority of the directors of the Corporation elected at the Corporations most recent annual stockholders meeting shall have been nominated for election other than by or at the direction of the incumbent directors of the Corporation , or the incumbent directors shall cease to constitute a majority of the directors of the Corporation ( the term incumbent director shall mean any director who was a director of the Corporation on January 1 , 2017 and any individual who becomes a director of the Corporation subsequent to January 1 , 2017 and who is elected or nominated by or at the direction of at least two-thirds of the then incumbent directors ) ; ( iii ) the Corporation consummates a reorganization , merger , share exchange , consolidation or other business combination ( a Reorganization ) with any other person or group ( as defined in Sections 13 ( d ) and 14 ( d ) of the Exchange Act ) or affiliate thereof , other than a Reorganization that would result in the outstanding common stock of the Corporation immediately prior thereto continuing to represent , either by remaining outstanding or by being converted into common stock of the surviving entity or a parent or affiliate thereof , at least fifty percent ( 50 % ) of the common stock of the Corporation or such surviving entity or a parent or affiliate thereof outstanding immediately after the Reorganization ; or ( iv ) a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Corporation of all or substantially all of the Corporations assets . - - - | - - - | - - -


| 21.| POSSIBLE REDUCTION IN PAYMENT AND BENEFITS: No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments or benefits, together with other payments or benefits under other plans, agreements or arrangements, would make the Executive liable for the payment of an excise tax under Code Section 4999 or any successor provision. The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall be reduced in a manner determined by the Corporation (by the minimum possible amount) that is consistent with the requirements of Code Section 409A until no amount payable to the Executive will be subject to such excise tax. All calculations and determinations under this Section 21 shall be made by an independent accounting firm or independent tax counsel appointed by the Corporation (the Tax Advisor) whose determinations shall be conclusive and binding on the Corporation and the Executive for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999\. The Corporation shall bear all costs of the Tax Advisor. In the event that the payment to the Executive under Sections 8(a)(i) or 10(a)(i) is reduced in accordance with this paragraph, the length of the the noncompete and nonsolicitation periods described in Sections 11(a), 11(b) and 11(c) shall be reduced proportionally. For example and for illustrative purposes, if the payment is reduced by 50% , the noncompete and nonsolicition periods shall be reduced by 50% . ---|---|---

| 21 . | POSSIBLE REDUCTION IN PAYMENT AND BENEFITS : No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments or benefits , together with other payments or benefits under other plans , agreements or arrangements , would make the Executive liable for the payment of an excise tax under Code Section 4999 or any successor provision . The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall be reduced in a manner determined by the Corporation ( by the minimum possible amount ) that is consistent with the requirements of Code Section 409A until no amount payable to the Executive will be subject to such excise tax . All calculations and determinations under this Section 21 shall be made by an independent accounting firm or independent tax counsel appointed by the Corporation ( the Tax Advisor ) whose determinations shall be conclusive and binding on the Corporation and the Executive for all purposes . The Tax Advisor may rely on reasonable , good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999 \ . The Corporation shall bear all costs of the Tax Advisor . In the event that the payment to the Executive under Sections 8 ( a ) ( i ) or 10 ( a ) ( i ) is reduced in accordance with this paragraph , the length of the the noncompete and nonsolicitation periods described in Sections 11 ( a ) , 11 ( b ) and 11 ( c ) shall be reduced proportionally . For example and for illustrative purposes , if the payment is reduced by 50 % , the noncompete and nonsolicition periods shall be reduced by 50 % . - - - | - - - | - - -


This Executive Employment Agreement (this Agreement) is entered into on October 10, 2017 and will be effecitve as of October 16, 2017 (Effective Date), by and between Synergy CHC Corp. , a Nevada corporation (the Company), and Jeffrey Kadanoff (the Executive).

This Executive Employment Agreement ( this Agreement ) is entered into on October 10 , 2017 and will be effecitve as of October 16 , 2017 ( Effective Date ) , by and between Synergy CHC Corp . , a Nevada corporation ( the Company ) , and Jeffrey Kadanoff ( the Executive ) .


WHEREAS, the Company wishes to employ Executive as its Chief Financial Officer on the terms and conditions set forth in this Agreement;

WHEREAS , the Company wishes to employ Executive as its Chief Financial Officer on the terms and conditions set forth in this Agreement ;


(c) Annual Bonus Opportunity. Beginning with calendar year 2018, Executive will be eligible to receive an annual bonus of up to fifty percent ( 50% ) of Executives Base Salary (the Annual Bonus). The actual amount of such Annual Bonus will be determined by the Companys Board of Directors (the Board) based upon achievement of financial and other performance-related goals established in writing by the Board in consultation with Executive no later than December 31 of each calendar year during the Term. For calendar year 2017, Executive shall receive an Annual Bonus of $37,500 . For calendar year 2018, one-half of the Annual Bonus will be based upon the Companys achievement of net income measured against targets to be reasonably established by the Board in writing, and one-half of the Annual Bonus will be based upon the Companys conclusion of an equity financing resulting in proceeds of at least $10,000,000 to the Company. For each applicable year, the Board will determine on or before January 31 of the applicable year (the Determination Date), after consultation with Executive, which consultation shall take place no less than ten (10) business days before the Determination Date, the extent to which applicable Annual Bonus criteria have been met and the amount of the resulting Annual Bonus, if any. The Annual Bonus for any given year will be payable between January 1 and March 15 in the year immediately following the year in which the Annual Bonus, if any, is earned. To the extent cash bonuses to the Companys management are restricted by the Companys Amended and Restated Loan Agreement with Knight Therapeutics (Barbados) Inc. (the Loan Agreement), the Company may pay up to one-half of the Annual Bonus in Company stock as required to comply with the Loan Agreement, based on the Fair Market Value of the stock on the Determination Date, with the remainder paid in cash. As used in this Agreement, the term Fair Market Value has the meaning provided in the Companys 2014 Equity Incentive Plan (the Plan). Except as otherwise provided in Section 6(b) below, Executive must be employed by the Company on the Determination Date in order to receive the Annual Bonus for that year.

( c ) Annual Bonus Opportunity . Beginning with calendar year 2018 , Executive will be eligible to receive an annual bonus of up to fifty percent ( 50 % ) of Executives Base Salary ( the Annual Bonus ) . The actual amount of such Annual Bonus will be determined by the Companys Board of Directors ( the Board ) based upon achievement of financial and other performance-related goals established in writing by the Board in consultation with Executive no later than December 31 of each calendar year during the Term . For calendar year 2017 , Executive shall receive an Annual Bonus of $ 37 , 500 . For calendar year 2018 , one-half of the Annual Bonus will be based upon the Companys achievement of net income measured against targets to be reasonably established by the Board in writing , and one-half of the Annual Bonus will be based upon the Companys conclusion of an equity financing resulting in proceeds of at least $ 10 , 000 , 000 to the Company . For each applicable year , the Board will determine on or before January 31 of the applicable year ( the Determination Date ) , after consultation with Executive , which consultation shall take place no less than ten ( 10 ) business days before the Determination Date , the extent to which applicable Annual Bonus criteria have been met and the amount of the resulting Annual Bonus , if any . The Annual Bonus for any given year will be payable between January 1 and March 15 in the year immediately following the year in which the Annual Bonus , if any , is earned . To the extent cash bonuses to the Companys management are restricted by the Companys Amended and Restated Loan Agreement with Knight Therapeutics ( Barbados ) Inc . ( the Loan Agreement ) , the Company may pay up to one-half of the Annual Bonus in Company stock as required to comply with the Loan Agreement , based on the Fair Market Value of the stock on the Determination Date , with the remainder paid in cash . As used in this Agreement , the term Fair Market Value has the meaning provided in the Companys 2014 Equity Incentive Plan ( the Plan ) . Except as otherwise provided in Section 6 ( b ) below , Executive must be employed by the Company on the Determination Date in order to receive the Annual Bonus for that year .