10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

Limeade, Inc.

(Exact name of registrant as specified in its charter)

Washington		06-1771116
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
10885 NE 4th Street Suite #400
Bellevue, WA		98004
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (888) 830-9830
	With copies to:
Eric DeJong, Esq.		Sarah S. Visbeek
J. Sue Morgan, Esq.		Corporate Secretary
Perkins Coie LLP		Limeade, Inc.
1201 3rd Avenue		10885 NE 4th Street, Suite #400
Seattle, WA 98101		Bellevue, WA 98004
Telephone: (206) 359-8000		Telephone: (888) 830-9830
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g): Common stock, no par value per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 2 to the Registration Statement on Form 10 (File No. 000-56464) is being filed solely to file exhibits. No changes have been made to the other sections of the Registration Statement. Accordingly, they have been omitted.

ITEM 15.    FINANCIAL STATEMENTS AND EXHIBITS

(b) Exhibits

Exhibit Number	Exhibit Description
3.1	Amended and Restated Articles of Incorporation
3.2*	Amended and Restated Bylaws
10.1†	Form of Director Agreement
10.2*†	Limeade Amended and Restated 2006 Stock Plan
10.3*†	Limeade Amended 2016 Stock Plan
10.4*†	Limeade 2019 Omnibus Incentive Plan
10.5†	Form of Option Agreement under 2019 Omnibus Incentive Plan
10.6†	Form of Notice of Award for RSUs
10.7	Revolving Credit and Security Agreement between Limeade and Comerica Bank
10.7(1)	First Amendment to the Revolving Credit and Security Agreement between Limeade and Comerica Bank
10.7(2)	Second Amendment to the Revolving Credit and Security Agreement between Limeade and Comerica Bank
10.7(3)	Third Amendment to the Revolving Credit and Security Agreement between Limeade and Comerica Bank
10.8†	Executive Employment Agreement, dated August 1, 2021, between Limeade and Larry Colagiovanni
10.9†	Executive Employment Agreement, dated April 27, 2022, between Limeade and Todd Spartz
10.10†	Executive Employment Agreement, dated April 24, 2022, between Limeade and Henry Albrecht
10.11*	Lease Agreement, dated August 1, 2018, between Limeade and Hines Global REIT Summit Holdings LLC
10.12*	Lease Agreement, dated August 17, 2017, between TINYhr and Selig Holdings Company
21.1*	Subsidiaries of Registrant

*Previously filed

† Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	LIMEADE, INC.
	(Registrant)
	By:	/s/ Henry Albrecht
		Name:	Henry Albrecht
Date: December 2, 2022		Title:	Chief Executive Officer

EX-3.1

Exhibit 3.1

State of Washington

Secretaryof State

ThisCertificateisnotvalid foruse anywherewithintheUnited StatesofAmerica,itsterritories or possessions.

Apostille (ConventiondeLaHaye du5octobre 1961)
1.	Country
	United States of America
	Pays /País
This public document Le presént acte public /El presente documento público
2.	has been signed by
	a été signé par		KIM WYMAN
	ha sido firmado por
3.	acting in the capacity of
	agissant en qualité de		Secretary of State
	quien actúa en calidad de
4.	bears seal/ stamp of
	est revétu du sceau / timbre de		State of Washington - 1889
	y está revistido de! sello / timbre de
Certified
Atteste / Certificado
5.	at		6.	the
	Olympia, Washington			December 17, 2019
	à/ en			le/ el día
7.	by
Kim Wyman, Secretary of State, State of Washington
	par/ por
8.	Number
	sous nombre / bajo el	U21979155
	número
9.	Seal / stamp		10.	Signature:    /s/ Kim Wyman
	Sceau / timbre			Signature:
	Sello / timbre			Firma:

This Apostille only certifies the authenticity of the signature and the capacity of the person who has signed the public document, and,

where appropriate, the identity of the seal or stamp which the public document bears.

This Apostille does not certify the content of the document for which it was issued.

This Apostille is not valid for use anywhere within the United States of America, its territories or possesions.

To verify the issuance of this Apostille, see: www.sos.wa.gov/corps/apostilles

This certificate does not constitute an apostille under the Convention of 5 October 1961 Abolishing the Requirement of Legalization for Foreign Public

Documents for those countries that have neither ratified nor acceded to that Convention, and remains subject to additional applicable authentication

requirements.

Cette Apostille atteste uniquement la véracité de la signature, la qualité en laquelle le signataire de l'actc a agi et, le cas échéant,

l'identité du sceau ou timbre dont cet acte public est revétu.

Cette Apostille ne certifie pas le contenu de l’acte pour lequel elle a été émise.

L'utilisation de cette Apostille n'est pas valable en/au États-Unis d'Amérique, ses territoires ou possessions.

Cette Apostille peut étre vérifée à l'adresse suivante: www.sos.wa.gov/corps/apostilles

Esta Apostilla certifica unicamente la autenticidad de la firma, la calidad en que el signatario del documento haya actuado, y

en su caso, la identidad del sello o timbre del que el documento publico este revestido. 

Esta Apostilla no certifica el contenido del documento para el cual se expedió.

No es válido el uso de esta Apostilla en Estados Unidos de América, sus territorios o posesiones.

Esta Apostille se puede verificar en la dirección siguiente: www.sos.wa.gov/corps/apostilles

FILED

Secretary of State

State of Washington

Date Filed: 12/17/2019

Effective Date: 12/18/2019

UBI No: 602 588 317

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

LIMEADE, INC.

ARTICLE I.

Name

The name of the corporation is Limeade, Inc. (the “Corporation”).

ARTICLE II.

Registered Office

The address of the registered office of the Corporation is 711 Capitol Way South, Suite 204, Olympia, Washington 9850 I, and the name of the registered agent at such address is C T Corporation System.

ARTICLE III.

Business Purpose

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under Title 23B of the Revised Code of Washington, as amended (the “Business Corporation Act”).

ARTICLE IV.

Duration

The period of the Corporation's duration is perpetual.

ARTICLE V.

Capital. Stock

1.Effective at 12:02 am Sydney Australia local time on December 19, 2019 (the “Effective Time”), each share of common stock, no par value per share (“Common Stock”), then issued and outstanding immediately prior to the Effective Time shall automatically and without any action by the holders of such shares, be divided and converted into eight (8) shares of Common Stock (the “Stock Split”). Each certificate that, immediately prior to the Effective Time represented shares of Common Stock(“Old Certificate”)shall thereafter represent that number of shares of Common stock into which the shares of Common Stock represented by the Old Certificate shall have been divided pursuant to the Stock Split.

2.The Corporation is authorized to issue a total of Five Hundred Sixty Million (560,000,000) shares of capital stock, which shall consist of Five Hundred Fifty (550,000,000) shares of Common Stock and Ten Million (10,000,000) shares of preferred stock no par value per share (“Preferred Stock”). Except as otherwise provided in accordance with these Articles of Incorporation, the Common Stock shall have unlimited voting rights, with each share being entitled to one vote, and the right to receive the net assets of the Corporation upon dissolution, with each share participating on a pro rata basis.

3.The board of directors of the Corporation (the “Board of Directors”) is hereby authorized from time to time, without shareholder action, to provide for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles of Incorporation, as amended from time to time and to determine with respect to each such series the voting powers, if any, designations, preferences and relative, participating, option or other special rights, and the qualifications,

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limitations or restrictions relating thereto, including, without limitation any voting rights, dividend rights, liquidation preferences, conversion rights and redemption rights.

4.Before the Corporation shall issue shares of any series of Preferred Stock, Articles of Amendment or Amended and Restated Articles of Incorporation fixing (a) the voting powers, designations and preferences, (b) the relative participating, option or other rights, if any and (c) the qualifications, limitations and restrictions if any relating in each case to the shares of Preferred stock of such series authorized by the Board of Director to be issued shall be filed with the secretary of State of the state of Washington in accordance with the Business Corporation Act and hall become effective without any shareholder action. The Board of Directors is further authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

5.Subject to any other restrictions in these Articles of Incorporation, a distribution in redemption or cancellation of shares of Common Stock or rights to acquire Common stock may be made without regard to the preferential rights of holders of shares of Preferred Stock, notwithstanding RCW 23B.06.400(2)(b) of the Business Corporation Act.

ARTICLE VI.

Directors

1.The number of directors of the Corporation shall be fixed in the Bylaws and may be increased or decreased from time to time in the manner specified therein.

2.At the Effective Time, the director of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes designated as Class 1, Class 2 and Class 3, respectively (the “Classified Board"). The Board of Directors may assign members of the Board of Directors already in office to the Classified Board which assignments shall become effective at the same time as the Classified Board becomes effective. Director shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors, with the number of directors in each class to be divided as nearly equal as reasonably practicable. The initial term of office of the lass l director hall expire at the Corporations first annual shareholders' meeting following the effectiveness of the Classified Board, the initial term of office of the Class 2 directors shall expire at the Corporation's second annual shareholders' meeting following the effectiveness of the Classified Board, and the initial term of office of the Corporation's Class 3 directors shall expire at the Corporation's third annual shareholders' meeting following the effectiveness of the Classified Board. At each annual shareholders' meeting following the effectiveness of the Classified Board, directors elected to succeed those directors of the class who e terms then expire shall be elected for a term of office to expire at the third succeeding annual shareholders' meeting after their election.

3.The shareholders of the Corporation shall not be entitled to cumulative voting as to the election of any directors.

4.Any contract or other transaction between the Corporation and one or more of its director , or between the Corporation and any corporation, firm, association, or other entity, of which one or more of the Corporation's directors are shareholders, members, directors, officers or employees or in which they are interested shall be valid for all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors that acts upon or in reference to such contract or transaction and notwithstanding the participation of such director or directors in such actions, by voting or otherwise, even though the presence or vote, or both, of such director or directors might have been necessary to obligate the Corporation upon such contract or transaction; provided that the fact of such interest shall be disclosed to or known by the directors acting on such contract or transaction.

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ARTICLE VII.

Indemnification

1.    A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director: (i) for acts or omissions finally adjudged to be intentional misconduct by the director or a knowing violation of law by the director; (ii) for conduct of the director finally adjudged to be in violation of RCW 23B.08.310 of the Business Corporation Act; or (iii) for any transaction with respect to which it was finally adjudged that the director personally received a benefit in money, property or services to which the director was not legally entitled. If the Business Corporation Act is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Business Corporation Act as so amended, without any requirement of further action by the shareholders.

2.    The Corporation shall indemnify any individual made a party to a proceeding because that individual is or was a director of the Corporation and shall advance or reimburse the reasonable expenses incurred by the individual in advance of final disposition of the proceeding to the extent such limitation may be disregarded if authorized by the Articles of Incorporation, to the full extent and under all circumstances permitted by applicable law, without regard to the limitations in RCW 238.08.510 through 23B.08.550 and 23B.08.560(2) of the Business Corporation Act, or any other limitation that may hereafter be enacted.

3.    Any repeal or modification of this Article VII by the shareholders of the Corporation shall not adversely affect any right of any individual who is or was a director of the Corporation that existed at the time of such repeal or modification.

ARTICLE VIII.

Amendment of Articles

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE IX.

ShareholderQuorum; Shareholder Voting on Certain Corporate Action

1.A quorum shall be present to take any action on any matter at a shareholders' meeting if one-third of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in person, by the use of remote communication or by proxy; provided that with respect to the removal of a director, a quorum hall be present at a shareholders' meeting only if a majority of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in person, by the use of remote communication or by proxy.

2.The provision of this Section 2 are specifically intended to reduce the voting requirements otherwise prescribed under RCW23B.10.030, 238.11.030, 238.12.020 and 23B.14.020, in accordance with RCW 23B.07.270. Any corporate action for which the Business Corporation Act, as then in effect, would otherwise require approval by a two-thirds vote of the shareholders of the Corporation or by a two thirds vote of one or more voting groups shall be deemed approved by the shareholders or the voting group(s) if it is approved by the affirmative vote of the holders of a majority of shares entitled to vote or, if approval by voting groups is required, by the holders of a majority of share of each voting group entitled to vote separately.

ARTICLE.

No Preemptive Rights

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of the Corporation.

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ARTICLE XI.

Bylaws

In furtherance and not in limitation of the powers conferred by the Business Corporation Act, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation by a resolution adopted by a majority of the directors.

ARTICLE XII.

Significant Business Transactions

The Corporation shall be subject to the provisions of RCW 23B.19 as contemplated by RCW 23 B.19.020( l 9)(a)(ii).

ARTICLE XIII.

Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, the state or federal courts located in King County Washington, United States of America shall be the sole and exclusive forum for commencing or maintaining any “internal corporate proceeding” (as defined by RCW 238.02.080 of the Business Corporation Act), subject to such courts having personal jurisdiction over the indispensable parties named as defendants therein.

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Dated this 16th day of December, 2019.

LIMEADE, INC.
By:	/s/ Henry Albrecht
Name:	Henry Albrecht
Title:	Chief Executive Officer

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CERTIFICATE OF OFFICER REGARDING

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

LIMEADE, INC.

Limeade, Inc., a Washington corporation, by Henry Albrecht, its duly elected and qualified Chief Executive Officer, hereby delivers to the Secretary of State of the State of Washington for filing its Amended and Restated Articles of Incorporation, pursuant to RCW 23B.10.

1.The name of the corporation is Limeade, Inc.

2.The Articles of Incorporation, as amended, have been amended and restated in their entirety, to read as attached hereto.

3.Such amendments and restatement were adopted by the board of directors of the corporation on December 1, 2019.

4.Such amendments and restatement were duly approved by the shareholders of the corporation on December 1, 2019 in accordance with the provisions of RCW 23B.I0.030 and 238. l0.040 of the Washington Business Corporation Act, such approval was obtained by written consent in accordance with RCW 23B.07.040 and written notice to any nonconsenting shareholders has been given as provided in RCW 23B.07.040.    

5.The Amended and Restated Articles of Incorporation will be effective at 5:02AM PST)

on December 18 2019.

Dated this 16th day of December, 2019.

LIMEADE, INC.
By:	/s/ Henry Albrecht
Name:	Henry Albrecht
Title:	Chief Executive Officer

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AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

LIMEADE, INC.

ARTICLE I.

Name

The name of the corporation is Limeade, Inc. (the “Corporation”).

ARTICLE II.

Registered Office

The address of the registered office of the Corporation is 711 Capitol Way South, Suite 204, Olympia, Washington 98501, and the name of the registered agent at such address is C T Corporation System.

ARTICLE Ill.

Business Purpose

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under Title 23B of the Revised Code of Washington, as amended (the “Business Corporation Act”).

ARTICLE IV.

Duration

The period of the Corporation's duration is perpetual.

ARTICLE V.

Capital Stock

1.Effective at 12:02 am Sydney Australia local time on December 19, 2019 (the “Effective Time”), each share of common stock, no par value per share (“Common Stock”), then issued and outstanding immediately prior to the Effective Time shall, automatically and without any action by the holders of such shares, be divided and converted into eight (8) shares of Common Stock (the “Stock Split”). Each certificate that, immediately prior to the Effective Time represented shares of Common Stock ("Old Certificate”) hall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been divided pursuant to the Stock Split.

2.The Corporation is authorized to issue a total of Five Hundred Sixty Million (560,000,000) shares of capital stock which shall consist of Five Hundred Fifty (550,000,000) shares of Common stock and Ten Million (10 000,000) shares of preferred stock, no par value per share (“Preferred Stock”). Except a otherwise provided in accordance with these A1iicles of Incorporation, the Common Stock shall have unlimited voting rights, with each share being entitled to one vote, and the right to receive the net assets of the Corporation upon dissolution, with each share pa1iicipating on a pro rata basis.

3.The board of directors of the Corporation (the “Board of Directors”) is hereby authorized from time to time without shareholder action, to provide for the issuance of shares of Preferred stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles of Incorporation, as amended from time to time, and to determine with respect to each such series the voting powers, if any designations, preferences, and relative, pa11icipating, option or other special rights, and the qualifications, limitations or restrictions relating thereto, including, without limitation, any voting rights, dividend rights, liquidation preferences, conversion rights and redemption rights.

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4.Before the Corporation shall issue shares of any series of Preferred Stock, Articles of Amendment or Amended and Restated Articles of Incorporation fixing (a) the voting powers, designations and preferences, (b) the relative, participating, option or other rights, if any, and (c) the qualifications, limitations and restrictions, if any relating in each case to the shares of Preferred Stock of such series authorized by the Board of Directors to be issued shall be filed with the Secretary of State of the State of Washington in accordance with the Business Corporation Act and shall become effective without any shareholder action. The Board of Directors is further authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

5.Subject to any other restnct10ns in these Articles of Incorporation, a distribution in redemption or cancellation of shares of Common Stock or rights to acquire Common Stock may be made without regard to the preferential rights of holders of shares of Preferred Stock, notwithstanding RCW 23B.06.400(2)(b) of the Business Corporation Act.

ARTICLE VI.

Directors

1.The number of directors of the Corporation shall be fixed in the Bylaws and may be increased or decreased from time to time in the manner specified therein.

2.At the Effective Time, the directors of the Corporation shall be divided, with respect to the time for which they severally hold office, into three classes designated as Class l, Class 2 and Class 3 respectively (the “Classified Board”). The Board of Directors may assign members of the Board of Directors already in office to the Classified Board, which assignments shall become effective at the same time as the Classified Board becomes effective. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors, with the number of directors in each class to be divided as nearly equal as reasonably practicable. The initial term of office of the Class I directors shall expire at the Corporation's first annual shareholders' meeting following the effectiveness of the Classified Board, the initial term of office of the Class 2 directors shall expire at the Corporation's second annual shareholders' meeting following the effectiveness of the Classified Board, and the initial term of office of the Corporation's Class 3 directors shall expire at the Corporation’s third annual shareholders' meeting following the effectiveness of the Classified Board. At each annual shareholders' meeting following the effectiveness of the Classified Board, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office to expire at the third succeeding annual shareholders' meeting after their election.

3.The shareholders of the Corporation shall not be entitled to cumulative voting as to the election of any directors.

4.Any contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any corporation, firm, association, or other entity, of which one or more of the Corporation's directors are shareholders, members, directors, officers or employees or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such director or director at the meeting of the Board of Directors that acts upon or in reference to such contract or transaction and notwithstanding the participation of such director or directors in such actions by voting or otherwise, even though the presence or vote, or both, of such director or directors might have been necessary to obligate the Corporation upon such contract or transaction; provided that the fact of such interest shall be disclosed to or known by the directors acting on such contract or transaction.

2

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ARTICLE VII.

Indemnification

1.A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director: (i) for acts or omissions finally adjudged to be intentional misconduct by the director or a knowing violation of law by the director; (ii) for conduct of the director finally adjudged to be in violation of RCW 238.08.3 IO of the Business Corporation Act; or (iii) for any transaction with respect to which it was finally adjudged that the director personally received a benefit in money, property or services to which the director was not legally entitled. If the Business Corporation Act is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Business Corporation Act, as so amended, without any requirement of further action by the shareholders.

2.The Corporation hall indemnify any individual made a party to a proceeding because that individual i or was a director of the Corporation and shall advance or reimburse the reasonable expenses incurred by the individual in advance of final disposition of the proceeding, to the extent such limitation may be disregarded if authorized by the Articles of Incorporation, to the full extent and under all circumstances permitted by applicable law, without regard to the limitations in RCW 23B.08.510 through 23B.08.550 and 238.08.560(2) of the Business Corporation Act, or any other limitation that may hereafter be enacted.

3.Any repeal or modification of this Article VII by the shareholders of the Corporation shall not adversely affect any right of any individual who is or was a director of the Corporation that existed at the time of such repeal or modification.

ARTICLE VIII.

Amendment of Articles

The Corporation reserves the right to amend, alter change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute and all right conferred upon shareholders herein are granted subject to this reservation.

ARTICLE IX.

Shareholder Quorum; Shareholder Voting on Certain Corporate Action

1.A quorum shall be present to take any action on any matter at a shareholders' meeting if one-third of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in p r on, by the use of remote communication, or by proxy; provided that with respect to the removal of a director a quorum hall be present at a shareholders' meeting only if a majority of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in person, by the use of remote communication, or by proxy.

2.The provisions of this Section 2 are specifically intended to reduce the voting requirements otherwise prescribed under RCW 238.10.030, 23B.11.030, 23B.12.020 and 23B.14.020, in accordance with RCW 238.07.270. Any corporate action for which the Business Corporation Act, as then in effect, would otherwise require approval by a two-thirds vote of the shareholders of the Corporation or by a two thirds vote of one or more voting groups shall be deemed approved by the shareholders or the voting group(s) if it i approved by the affirmative vote of the holders of a majority of shares entitled to vote or if approval by voting groups is required, by the holders of a majority of shares of each voting group entitled to vote separately.

ARTICLE X.

No Preemptive Rights

No preemptive rights shall exist with respect to shares of stock or securities convertible into shares of stock of the Corporation.

3

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ARTICLE XI.

Bylaws

In furtherance and not in limitation of the power conferred by the Business Corporation Act, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation by a resolution adopted by a majority of the directors.

ARTICLE XII.

SignificantBusiness Transactions

The Corporation shall be subject to the provisions of RCW 23B.19 as contemplated by RCW 23B. l 9.020(19)(a)(ii).

ARTICLE III.

Forum Selection

Unless the Corporation consents in writing to the selection of an alternative forum, the state or federal courts located in King County, Washington, United States of America shall be the sole and exclusive forum for commencing or maintaining any 'internal corporate proceeding” (as defined by RCW 238.02.080 of the Business Corporation Act), subject to such courts having personal jurisdiction over the indispensable parties named as defendants therein.

* * * * *

4

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I, Kim Wyman, Secretary of State of the State

of Washington and custodian of its seal, hereby

certify the foregoing is a true and accurate copy

of the record on file in this office.

DEC  17  2019

Given under my hand and the Seal of the State of

Washington in Olympia, the State Capital.

Total Pages: 10 /s/ Kim Wyman

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

LIMEADE, INC.

ARTICLE I

OFFICES AND RECORDS

Section 1.1. PRINCIPAL AND OTHER OFFICES. The principal office of this corporation (the Corporation") shall be located within or without the State of Washington. The Corporation may also have other offices at any places, within or without the State of Washington, as the board of directors of the Corporation (the Board of Directors) may designate, as the business of the Corporation may require or as may be desirable.

Section 1.2. REGISTERED AGENT. The name and address of the Corporation’s registered agent shall be as set forth in the Corporation’s articles of incorporation, as amended or restated from time to time (the Articles of Incorporation). TheBoard of Directors may change the registered agent at any time by making the appropriate filing with the Secretary of State of the State of Washington.

Section 1.3. BOOKS AND RECORDS. Any records maintained by the Corporation in the regular course of its business, including its share ledger, books of account and minute books, may be maintained on any information storage device or method that can be converted into clearly legible paper form within a reasonable time. The Corporation shall convert any records so kept upon the written request of any person entitled to inspect such records pursuant to applicable law.

ARTICLE II

SHAREHOLDERS

Section 2.1. PLACE OF MEETING. Meetings of the shareholders shall be held either at the principal office of the Corporation or at any other place, within or without the State of Washington, as shall be fixed by the Board of Directors. The Board of Directors may determine that any annual or special meeting of shareholders shall be held solely by means of remote communication as set out in Section 2.2 without designating a place for a physical assembly of shareholders.

Section 2.2. MEETINGS OF SHAREHOLDERS BY REMOTE COMMUNICATION. The Board of Directors may authorize shareholders not physically present at a meeting of shareholders to participate in a meeting of shareholders by means of remote communication and be deemed present and entitled to vote at the meeting, subject to the conditions imposed by applicable law and any guidelines and procedures adopted by, or pursuant to, the authority of the Board of Directors.

At any meeting in which shareholders can participate by means of remote communication, the Corporation shall implement reasonable measures to:

(a)    verify that each person participating as a shareholder or proxy holder remotely is a shareholder or proxy holder; and

(b)    provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

Section 2.3. ANNUAL MEETINGS. An annual meeting of shareholders, for the purpose of electing directors and transacting any other business as may be brought before the meeting, shall be held on the date and time fixed by the Board of Directors and stated in the notice of the meeting.

Failure to hold the annual meeting at the designated time shall not affect the validity of any action taken by the Corporation.

Section 2.4. SPECIAL MEETINGS. Special meetings of the shareholders may be called by:

(a)    the Board of Directors;

(b)    the Chairperson (as defined in Section 3.1);

(c)    the Chief Executive Officer; or

(d)    holders of not less than 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. If not otherwise fixed under Section 2.6 of these Bylaws or by court order, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

Only business within the purpose or purposes described in the meeting notice may be conducted at a special shareholder’s meeting.

Section 2.5. SHAREHOLDER NOMINATIONS AND PROPOSALS. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a shareholder, the shareholder or shareholders intending to propose the business (the Proposing Shareholder) must have given written notice of the Proposing Shareholder’s nomination or proposal, either by personal delivery or by mail to the Secretary no earlier than by mail to the Secretary no earlier than 90 calendar days prior to the date such annual meeting is to be held. If the current year’s meeting is called for a date that is not within 30 days of the anniversary of the previous year’s annual meeting, notice must be received no later than 10 calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a Proposing Shareholder’s notice as provided above.

For business to be properly brought before a special meeting of shareholders, the notice of the meeting sent by, or at the direction of, the person calling the meeting must set forth the nature of the business to be considered. A person or persons that have made a written request for a special meeting pursuant to Section 2.4 may provide the information required for notice of a shareholder proposal under this Section 2.5 simultaneously with the written request for the meeting submitted to the Secretary or within 10 calendar days after delivery of the written request for the meeting to the Secretary.

A Proposing Shareholder’s notice shall include as to each matter the Proposing Shareholder proposes to bring before the annual or special meeting:

(a)    the name and address of the Proposing Shareholder and (i) if the notice is delivered on behalf of a shareholder who owns securities of the Corporation but is not a shareholder of record, each such person (each, an Indirect Owner     ") and (ii) if the Proposing Shareholder or Indirect Owner is an entity, each director, executive, managing member and control person of such entity (collectively with the Proposing Shareholder and the Indirect Owners, the Covered Persons");

(b)    the class and series, as applicable, and number of shares of the Corporation held by the Covered Persons, together with documentary evidence of such record or beneficial ownership;

(c)    a description of any agreement, arrangement or understanding (whether written or oral) between or among one or more Covered Persons or between or among one or more Covered Persons and any other person(s), which description shall identify such other persons, (i) with respect to the nomination or other business proposed, (ii) for the purpose of acquiring, holding, voting or disposing of any shares of capital stock or derivative securities of the Corporation or (iii) to cooperate in obtaining, changing or influencing the control of the Corporation;

(d)    if the notice regards a nomination of a candidate for election as director: (i) the name, age, and business and residence address of the candidate; (ii) the principal occupation or employment of

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the candidate; (iii) the class and series, as applicable, and number of shares of the Corporation beneficially owned by the candidate; (iv) a description of all direct and indirect compensation and other material monetary arrangements during the prior three years and other material relationships between or among, any Covered Person, on the one hand, and any nominee, on the other hand; and

(e)    if the notice regards a proposal other than a nomination of a candidate for election as director, a brief description of the business desired to be brought before the meeting, and the material interest of the Covered Persons in such proposal.

Section 2.6. RECORD DATE FOR SHAREHOLDER ACTION. For determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, the record date shall be:

(a)    on the date fixed by the Board of Directors in the notice of the meeting, which may not be more than 70 days before the meeting of shareholders; or

(b)    at the close of business on the day before the first notice is delivered to shareholders, if no date is fixed by the Board of Directors; or

(c)    the date set by the law applying to the type of action to be taken for which a record date must be set, if no notice of meeting is mailed to shareholders.

For action by consent of the shareholders without a meeting, the record date for shareholders entitled to approve the action subject of the consent shall be:

(i)    on the date fixed by the Board of Directors, which may not be more than 10 days prior to the date on which the first shareholder consent is executed; or

(ii)    the date of execution indicated on the earliest dated consent executed by a shareholder, even though such shareholder consent may not have been delivered to the Corporation on that date, if no date is fixed by the Board of Directors.

A determination of shareholders entitled to notice of, or to vote at, a shareholders’ meeting is effective for any any adjournment of the meeting unless the Board of Directors fixes a new record date, which it shall do if the meeting is adjourned to a date that is more than 120 days after the date fixed for the original meeting.

Section 2.7. NOTICE OF SHAREHOLDERS' MEETING Written or printed notice of any annual or special meeting of shareholders shall be given to any shareholder entitled to notice not less than 10 days nor more than 60 days before the date of the meeting, except that at least 20 days’ notice shall be given to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets outside the regular course of business, or the dissolution of the Corporation. Such notice shall state:

(a)    the date and time of the meeting;

(b)    the place of the meeting, if any;

(c)    the means of any remote communication, if authorized, by which shareholders may be considered present and may vote at the meeting; and

(d)    the purpose or purposes for which the meeting is called if (i) the meeting is a special meeting or (ii) notice of the meeting’s purpose is required by the Washington Business Corporation Act, as amended (the Business Corporation Act)

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The Corporation shall give any notice required under these Bylaws or the Business Corporation Act to each such shareholder (x) in a tangible medium by mail, private carrier, personal delivery, or other means that transmits a facsimile of the notice or (y) by electronic transmission if consented to by the shareholder.

Any person entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. The participation or attendance at a meeting of a person entitled to notice constitutes waiver of notice, except where the person attends for the specific purpose of objecting to the lawfulness of the convening of the meeting.

Section 2.8 SHAREHOLDERS’ LIST FOR MEETING. The officer or agent having charge of the transfer records for shares of the Corporation shall prepare before each shareholders’ meeting an alphabetical list of all shareholders entitled to notice of the meeting, arranged by voting group and by class and series of share, with the address of and the number of shares held by each shareholder.

Beginning 10 days prior to the meeting and continuing through the meeting and adjournment thereof, the Shareholder’s list shall be available for inspection by any shareholder during regular business hours at (a) the Corporation’s principal place of business or (b) the place identified in the meeting notice in the county or city where the meeting will be held.

Section 2.9. QUORUM OF SHAREHOLDERS. A quorum shall be present to take action on any matter at a shareholders’ meeting if oneif-third of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in person, by the use of remote communication, or by proxy; provided that with respect to the removal of a director pursuant to Section 3.4, a quorum shall be present at a shareholder’s meeting only if a majority of the votes entitled to be cast on the matter by each separate voting group are represented at the meeting in person, by the use of remote communication, or by proxy.

Once a quorum has been established at a meeting, the shareholders present can continue to do business for the remainder of the meeting and any adjournment of that meeting notwithstanding the withdrawal of enough shareholders to leave less than a quorum unless a new record date is or must be set for that adjourned meeting.

Section 2.10. CONDUCT OF MEETINGS. The Board of Directors of the Corporation may adopt by resolution rules and regulations for the conduct of meetings of the shareholders, as it deems appropriate. At every meeting of the shareholders, the Chief Executive Officer, or, in his or her absence or inability to act, an officer or director designated by the Board of Directors, shall act as the presiding officer of the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chair of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof.

The presiding officer shall determine the order of business and, in the absence of a rule adopted by the Board of Directors, shall establish rules for the conduct of the meeting. The presiding officer shall announce the close of the polls for each matter voted upon at the meeting, after which no ballots, proxies, votes, changes or revocations will be accepted. Polls for all matters before the meeting will be deemed to be closed upon final adjournment of the meeting.

Section 2.11. VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series.

If a quorum of a voting group exists, favorable action on a matter, other than the election of directors, will be approved by a voting group if the votes cast within the group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of votes (or action by additional voting groups) is

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required by applicable law or a greater number of votes (or action by additional voting groups) is required by the Articles of Incorporation, these Bylaws, or a resolution of the Board of Directors.

In any election of directors, the candidates elected are those receiving the largest number of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares. Shareholders are prohibited from cumulating their votes in any election of directors of the Corporation.

Section 2.12. VOTING BY PROXY OR NOMINEE. A shareholder may vote either in person or by proxy or proxies appointed in writing by the shareholder or his or her attorney-in-fact. An appointment form sufficient to appoint a proxy includes any transmission that creates a record capable of authentication, including, but not limited to, an electronic transmission, providing a written statement for the appointment of the proxy, from which it can be determined that the shareholder transmitted or authorized the transmission for the appointment. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized by the Corporation to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the appointment form. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest.

A person holding shares in a representative or fiduciary capacity may vote such shares without a transfer of such shares into such person’s name. However, the Corporation may (a) request that the person provide evidence of this capacity acceptable to the Corporation or (b) establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the Corporation as the shareholder.

Section 2.13. ADJOURNMENTS. Any meeting of the shareholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken.

If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

If after the adjournment a new record date is fixed for shareholders entitled to vote at the adjourned meeting, the Board of Directors shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each shareholder of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

At the adjourned meeting at which there is a quorum, the Corporation may transact any business which might have been transacted at the original meeting.

Section 2.14. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required or permitted by the Business Corporation Act to be approved by a shareholder vote at a meeting may be approved without a meeting if such action is approved by all shareholders entitled to vote on such action. The shareholder’s approval of such action without a meeting or vote shall be evidenced by means of execution of a single consent or multiple counterpart consents, which consent shall:

(a)    be in the form of an executed record;

(b)    indicate the date of execution of the consent by each shareholder who executes it, which date shall be on or after the applicable record date determined in Section 2.6 of these Bylaws;

(c)    describe the corporate action being approved;

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(d)    when delivered to each shareholder for execution, include or be accompanied by the same material that would have been required by the Business Corporation Act to be delivered to shareholders in or accompanying a notice of meeting at which the proposed action would have been submitted for shareholder approval; and

(e)    be delivered to the Corporation for inclusion in the minutes or filing with the records of the Corporation within 60 days of the earliest dated consent delivered to the Corporation. Electronic shareholder consents sufficient to approve the proposed action may be delivered to an electronic address, location or system designated by the Corporation for delivery of such shareholder consents.

ARTICLE III

DIRECTORS

Section 3.1. BOARD OF DIRECTORS. All corporate powers shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be managed under the authority of, the Board of Directors, except such powers expressly conferred upon, or reserved to, the shareholders, and subject to any limitations set forth by applicable law, the Articles of Incorporation, or these Bylaws. The Board of Directors may elect among its members a chairperson of the Board of Directors (the Chairperson), who shall have the authorities and duties set forth in these Bylaws and such other authorities and duties as prescribed by the Board of Directors. Meetings of the Board of Directors shall be presided over by the Chairperson or, in the Chairperson’s absence, the Chief Executive Officer or, in the Chief Executive Officer’s absence, by any other director selected by a majority of the directors present at such meeting.

Directors need not be residents of the State of Washington or shareholders of the Corporation.

Section 3.2. NUMBER OF DIRECTORS. The number of directors shall be not less than five nor more than seven, provided that the minimum or maximum number, or both, may be increased or decreased from time to time by an amendment to these Bylaws. Subject to any provision in the Articles of Incorporation fixing the number of directors, the exact number of directors shall be fixed, within such range, by a majority of the entire Board of Directors.

No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.3. TERM OF OFFICE. At the first annual meeting of shareholders and at each annual meeting thereafter, the holders of shares entitled to vote in the election of directors shall elect directors to hold office until the next succeeding annual meeting, the director’s successor has been selected and qualified, or the director’s earlier death, resignation, or removal.

Subject to any provision in the Articles of Incorporation, the Board of Directors shall be divided into three classes, and each director elected shall hold office for a term of three years. The initial directors shall be elected so that the term of the first class expires at the first annual shareholders’ meeting, the term of the second class expires at the second annual shareholders’ meeting, and the term of the third class expires at the third annual shareholders’ meeting. At each annual shareholders’ meeting thereafter, directors shall be elected for a term of three years to succeed those directors whose terms are expiring.

Section 3.4. REMOVAL. Any or all of the directors, or a class of directors, may be removed at any time, with or without cause, only if the number of votes cast in favor of removal exceeds the number of votes cast against removal by a vote of the holders of the shares then entitled to vote at an election of the director or directors, at any meeting of shareholders called expressly for that purpose. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director(s).

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If a director is elected by a voting group of shareholders, the director may be removed only by that voting group.

Section 3.5. RESIGNATION. A director may resign at any time by giving notice in the form of an executed resignation to the Board of Directors, the Chairperson, or to the Chief Executive Officer or Secretary of the Corporation. A resignation is effective when the notice is delivered to the Corporation unless the notice specifies a future date. Acceptance of the resignation shall not be required to make the resignation effective. The pending vacancy may be filled before the effective date in accordance with Section 3.6 of these Bylaws, but the successor shall not take office until the effective date.

Section 3.6. VACANCIES. Vacancies and newly created directorships, whether resulting from an increase in the size of the Board of Directors, or due to the death, resignation, disqualification or removal of a director or otherwise, may be filled by (a) election at an annual or special meeting of shareholders called for that purpose or (b) the affirmative vote of a majority of the remaining directors then in office, even though there is less than a quorum.

A vacancy that will occur at a specific later date may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs. Any director elected to fill a vacancy will serve until the next shareholders’ meeting at which directors are elected.

Section 3.7. MEETINGS OF DIRECTORS. An annual meeting of directors shall be held immediately and without notice after and at the place of the annual meeting of shareholders. Other regular and special meetings of the directors may be held at such times and places within or outside the State of Washington as the directors may fix. Special meetings of the Board of Directors may be called by the Chief Executive Officer, by the Chairperson of the Board of Directors, or by a majority of the Board of Directors.

Section 3.8. MEETINGS OF DIRECTORS BY REMOTE COMMUNICATION. The Board of Directors may permit any or all directors to participate in any regular or special meeting by, or conduct the meeting solely through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.

Section 3.9. NOTICE OF DIRECTORS' MEETINGS. Regular meetings may be held without notice of the date, time, place, or purpose of the meeting. All special meetings of the Board of Directors shall be held upon not less than 24 hours’ notice. Such notice shall state:

(a)    the time and date of the meeting;

(b)    the place of the meeting, if any;

(c)    the means of any remote communication by which directors may participate at the meeting; and

(d)    the business to be transacted at the meeting or the purpose or purposes for which the meeting is called.

The Corporation or person calling the meeting shall give notice to each director (i) in a tangible medium by mail, private carrier, personal delivery, or other means that transmits a facsimile of the notice or (ii) by electronic transmission if consented to by the director.

Section 3.10. WAIVER OF NOTICE. Any director entitled to notice of a meeting may sign a written waiver of notice either before or after the time of the meeting. The participation or attendance at a meeting of a director entitled to notice constitutes waiver of notice, except where the director attends for the specific purpose of objecting to holding the meeting or transacting business at the meeting, and the director does not vote for or assent to action taken at the meeting.

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Section 3.11. QUORUM AND ACTION OF DIRECTORS. A majority of directors as fixed by these Bylaws shall constitute a quorum for the transaction of business. The affirmative act of the majority of the directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors, unless the act of a greater number is required by the Business Corporation Act, the Articles of Incorporation, or these Bylaws.

The directors at a meeting for which a quorum is not present may adjourn the meeting until a time and place as may be determined by a vote of the directors present at that meeting. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at the adjourned meeting, other than by announcement at the meeting at which the adjournment is taken.

Section 3.12. COMPENSATION. Subject to applicable law, the Board of Directors may provide, by resolution, such salary, equity compensation or other remuneration to directors for their services on the Board of Directors or a committee thereof. A director shall not be precluded from serving the Corporation in any other capacity and receiving compensation for services in that capacity.

Section 3.13. ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise provided by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors, or all committee members then appointed, consent to such action in writing. The written consents must be delivered to the Corporation, and included in the minutes of the proceedings of the Board of Directors or otherwise filed with the records of the Corporation.

Section 3.14. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors, by resolution adopted by a majority of the directors, may designate one or more directors to constitute one or more committees, to exercise the authority of the Board of Directors to the extent provided in the resolution establishing the committee and permitted by applicable law. A committee of the Board of Directors does not have the authority to:

(a)    approve a distribution, except according to a general formula already prescribed by the Board of Directors;

(b)    approve or propose to shareholders corporate action that must be approved by the shareholders;

(c)    fill vacancies on the Board of Directors or any of its committees;

(d)    amend the Articles of Incorporation without shareholder approval (if the Board of Directors is entitled to do so under the Business Corporation Act);

(e)    adopt, amend, or repeal any of these Bylaws;

(f)    approve a plan or merger that does not require shareholder approval;

(g)    approve the issuance, sale, or contract for sale of shares; or

(h)    determine the relative rights, preferences and limitations of a class or series of shares unless authorized to do so within certain limits specifically prescribed by the Board of Directors.

The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by applicable law.

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ARTICLE IV

OFFICERS

Section 4.1. POSITIONS AND ELECTION. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Secretary, and any other officers, including assistant officers and agents, as may be deemed necessary or advisable by the Board of Directors; provided, however, that the Chief Executive Officer, if any, shall be entitled to appoint inferior officers or assistant officers as he or she may deem necessary or advisable, subject to any restrictions imposed by the Board of Directors. The Board of Directors may revoke the foregoing authority of the Chief Executive Officer and/or may authorize any other officer to appoint one or more officers or assistant officers. The same person may simultaneously hold any two or more offices.

Each officer shall serve until a successor is elected and qualified or until the death, resignation or removal of that officer. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.2. REMOVAL AND RESIGNATION. Any officer or assistant officer elected or appointed by the Board of Directors may be removed with or without cause by the affirmative vote of the majority of the Board of Directors at any regular or special meeting. Any officer or assistant officer appointed by an authorized officer may be removed at any time with or without cause by any officer with authority to appoint such officer or assistant officer. Removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Any officer may resign at any time by delivering notice to the Corporation. Resignation is effective when the notice is delivered unless the notice provides a later effective date. Any vacancies may be filled in accordance with Section 4.1 of these Bylaws.

Section 4.3. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, if any, shall be the chief executive officer of the Corporation, and subject to the direction of the Board of Directors, shall have active, general supervision and executive management over the business and affairs of the Corporation and all inferior officers and assistant officers. The Chief Executive Officer shall further see that all orders and resolutions of the Board of Directors are carried out; and shall perform any other duties as the Board of Directors may assign.

Section 4.4. PRESIDENT. The President shall perform the duties and exercise the powers of the Chief Executive Officer in the absence or disability of the Chief Executive Officer, and shall perform any other duties as the Board of Directors or the Chief Executive Officer shall assign.

Section 4.5. VICE-PRESIDENTS. Each Vice President, in order of their rank as designated by the Board of Directors, shall perform the duties and exercise the powers of the President in the absence or disability of the President, and shall perform any other duties, as the Board of Directors, Chief Executive Officer or President shall assign.

Section 4.6. SECRETARY. The Secretary shall attend meetings of the Board of Directors and shareholders, shall record all votes and the minutes of all proceedings, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors and shareholders and shall perform all other duties as the Board of Directors, Chief Executive Officer or President shall assign. The Secretary shall be the custodian of the records of the Corporation.

In the absence of the Secretary, the minutes of all meetings of the Board of Directors and shareholders shall be recorded by the person designated by the Chairperson of the Board or, if absent, by the Chief Executive Officer or, if absent, by any other person selected by the Board of Directors.

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Section 4.7. TREASURER. The Treasurer, if any, shall be the principal financial officer of the Corporation, shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements of the Corporation, shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories designated by the Board of Directors, and in general shall perform all duties incident to the office of Treasurer and any other duties as the Board of Directors, Chief Executive Officer or President shall assign.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for the disbursements. The Treasurer shall keep and maintain the Corporation’s books of account and shall render to the Chief Executive Officer, President and Board of Directors an account of all transactions as Treasurer and of the financial condition of the Corporation and exhibit the books, records, and accounts to the Chief Executive Officer, President or Board of Directors at any time.

ARTICLE V

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 5.1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, legislative or any other type whatsoever (a "Proceeding"), by reason of the fact that such person (or a person of whom such person is the legal representative), is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (for purposes of this Article V, an "Indemnitee"), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Business Corporation Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided that no indemnification shall be provided to any Indemnitee (a) for acts or omissions finally adjudged to be intentional misconduct or a knowing violation of the law, (b) for conduct finally adjudged to be in violation of RCW 23B.08.310, (c) for any transaction with respect to which it was finally adjudged that the Indemnitee personally received a benefit in money, property or services to which the Indemnitee was not legally entitled, or if the Corporation is otherwise prohibited by applicable law from indemnifying. Notwithstanding the foregoing, if RCW 23B.08.560 is amended, the restrictions on indemnification set forth in this Section 5.1 shall be as set forth in the amended statutory provision. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, subject to Section 5.5 of this Article V, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board.

Section 5.2. ADVANCEMENT OF EXPENSES. The Corporation shall pay all expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that the advancement of such expenses shall be made

only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay such amounts if it shall ultimately be determined that such Indemnitee is not entitled to be indemnified under this Article V or otherwise.

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Section 5.3. NON-EXCLUSIVITY OF INDEMNIFICATION RIGHTS. The foregoing rights of indemnification shall be in addition to and not exclusive of any other rights which such director, officer, or other person may be entitled to under any agreement with the Corporation or any action taken by the directors or shareholders of the Corporation or otherwise. Additionally, nothing in this Article V shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article V.

Section 5.4. INDEMNIFICATION CONTRACTS. The Board is authorized to cause the Corporation to enter into indemnification contracts with any director, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

Section 5.5. RIGHT OF INDEMNITEE TO BRING SUIT. The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 5.4 above.

(a)    Right to Bring Suit. If a claim under Section 5.1 or Section 5.2 of this Article V is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard of conduct which makes it permissible under the Business Corporation Act (or other applicable law) for the Corporation to indemnify the Indemnitee for the amount claimed.

(b)    Effect of Determination. Neither the absence of a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

(c)    Burden of Proof. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article V, or otherwise, shall be on the Corporation.

Section 5.6. NATURE OF RIGHTS. The rights conferred upon Indemnitees in this Article V shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer or trustee and shall inure to the benefit of the Indemnitee’s heirs executors and administrators. Any amendment, repeal or modification of any provision of this Article V that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article V and existing at the time of such amendment, repeal or modification.

Section 5.7. INSURANCE. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation,

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partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Business Corporation Act.

ARTICLE VI

SHARE CERTIFICATES AND TRANSFER

Section 6.1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares of the Corporation shall state:

(a)    the name of the Corporation and that the Corporation is organized under the laws of the State of Washington;

(b)    the name of the person to whom the certificate is issued;

(c)    the number and class of shares and the designation of the series, if any, that the certificate represents; and

(d)    a conspicuous statement setting forth restrictions on the transfer of the shares, if any.

No share shall be issued until the consideration therefor, fixed as provided by applicable law, has been fully paid.

The Board of Directors may authorize the issuance of some or all of the shares of any or all classes or series without certificates. The Corporation shall, within a reasonable time after the issuance or transfer of uncertificated shares, send to the registered owner of uncertificated shares a written notice containing the information required to be set forth or stated on certificates pursuant to the Business Corporation Act. Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

Section 6.2. TRANSFERS OF SHARES. Shares of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of shares shall be made on the books of the Corporation only by the holder of record thereof, by such person’s attorney lawfully made in writing and, in the case of certificated shares, upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share records of the Corporation by an entry showing from and to whom the shares were transferred.

Section 6.3. LOST OR REPLACEMENT CERTIFICATES. The Corporation may issue a new certificate for its shares in place of any certificate theretofore issued and alleged by its owner of record or such owner’s authorized representative to have been lost, stolen, or destroyed if the Corporation, transfer agent, or registrar is not on notice that such certificate has been acquired by a bona fide purchaser. A replacement certificate may be issued if the owner or the owner’s representative:

(a)    files with the Secretary and the transfer agent or the registrar, if any, a request for the issuance of a new certificate and an affidavit in form satisfactory to the Secretary and transfer agent or registrar, if any, setting forth the time, place, and circumstances of the loss;

(b)    files with the Secretary and the transfer agent or the registrar, if any, a bond with good and sufficient security acceptable to the Secretary and the transfer agent or the registrar, if any, to indemnify and save harmless the Corporation and the transfer agent or the registrar, if any, from any and all damage, liability, and expense of every nature whatsoever resulting from the

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Corporation, the transfer agent, or the registrar issuing a new certificate in place of the one alleged to have been lost, stolen, or destroyed; and

(c)    complies with such other reasonable requirements as the Chairperson, the Chief Executive Officer, the President, the Secretary, or the Board of Directors and the transfer agent or the registrar, if any, shall deem appropriate under the circumstances;

provided, however, that the Corporation may waive any of the foregoing requirements in its discretion.

A new certificate may be issued in lieu of any certificate previously issued that has become defaced or mutilated upon surrender for cancellation of a part of the old certificate sufficient, in the opinion of the Secretary and the transfer agent or the registrar, if any, to identify the owner of the defaced or mutilated certificate, the number of shares represented thereby, and the number of the certificate and its authenticity and to protect the Corporation and the transfer agent or the registrar against loss or liability. When

sufficient identification for such defaced or mutilated certificate is lacking, a new certificate may be issued upon compliance with all of the conditions set forth in this Section in connection with the replacement of lost, stolen, or destroyed certificates.

ARTICLE VII

DISTRIBUTIONS

Section 7.1. DECLARATION. The Board of Directors may authorize, and the Corporation may make, distributions to its shareholders in cash, property, or shares of the Corporation to the extent permitted by the Articles of Incorporation and the Business Corporation Act.

Section 7.2. RECORD DATE FOR DIVIDENDS AND DISTRIBUTIONS. For the purpose of determining shareholders entitled to receive a distribution by the Corporation (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the Board of Directors of the Corporation may, at the time of declaring the dividend or distribution, set a record date no more than 60 days prior to the date of the dividend or distribution. If no record date is fixed for the determination of shareholders entitled to receive a distribution (other than a distribution involving a purchase or redemption by the Corporation of any of its own shares) or a share dividend, the record date shall be the date on which the resolution of the Board of Directors declaring the distribution or share dividend is adopted.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1. SEAL. The Corporation may adopt a corporate seal in a form approved by the Board of Directors. The Corporation shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Corporation.

Section 8.2. CHECKS, DRAFTS, ETC. All checks, drafts or other instruments for payment of money or notes of the Corporation shall be signed by an officer or officers or any other person or persons as shall be determined from time to time by resolution of the Board of Directors.

Section 8.3. FISCAL YEAR. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 8.4. CONFLICT WITH APPLICABLE LAW OR ARTICLES OF INCORPORATION. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

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Section 8.5. INVALID PROVISIONS. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

ARTICLE IX

AUSTRALIAN LAW PROVISIONS

Section 9.1. ASX PARAMOUNTCY. Notwithstanding anything herein or in the Articles of Incorporation to the contrary, for such time as the Corporation is admitted to the Official List of the ASX Limited (the ASX), the following provisions shall apply:

(a)    Except to the extent of any express written waiver (whether before or after the relevant act is taken) by the ASX, if the Official Listing Rules of the ASX or any other rules of the ASX that are applicable to the Corporation from time to time (collectively, the Listing Rules) prohibit an act being done, the Corporation shall not have the power or authority to take such act.

(b)    Nothing contained in the Articles of Incorporation or these Bylaws shall prevent an act from being done that the Listing Rules require to be done.

(c)    If the Listing Rules require an act to be done or not to be done, the Board of Directors (and any committee or subcommittee thereof) and each officer of the Corporation shall have the authority to cause such act to be done or not to be done (as the case may be).

(d)    If the Listing Rules require the Articles of Incorporation or these Bylaws to contain a provision and such document dos not contain such provision, such applicable document shall, and shall be deemed to, contain such provision.

(e)    If the Listing Rules require the Articles of Incorporation or these Bylaws not to contain any provision otherwise contained therein or herein, such provision shall be, and shall be deemed to be, excluded from such document.

(f)    If any provision of the Articles of Incorporation or these Bylaws is or becomes inconsistent with the Listing Rules, such inconsistency shall not affect the validity or enforceability of ay other provision of such document, and such document shall not contain that provision to the extent of the inconsistency.

Section 9.2. RESTRICTED SECURITIES.

(a)    For purposes of this Section 9.2, the following definitions apply:

(i)    The term "dispose” shall have the meaning given in the Listing Rules.

(ii)    The term "escrow period” shall, in relation to the restricted securities, mean the escrow period applicable to those restricted securities under the Listing Rules.

(iii)    The term "restricted securities” shall have the meaning given in the Listing Rules.

(b)    For so long as the Corporation has restricted securities on issue, the following provisions shall apply:

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(i)    a holder of restricted securities must not dispose of, or agree or offer to dispose of, the restricted securities during the escrow period applicable to those restricted securities except as permitted by the Listing Rules or the ASX;

(ii)    if the restricted securities are in the same class as quoted securities, the holder will be taken to have agreed in writing that the restricted securities are to be kept on the entity’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those restricted securities;

(iii)    the Corporation will refuse to acknowledge any disposal (including, without limitation, to register any transfer) of restricted securities during the escrow period applicable to those restricted securities except as permitted by the Listing Rules or the ASX;

(iv)    a holder of restricted securities will not be entitled to participate in any return of capital on those restricted securities during the escrow period applicable to those restricted securities except as permitted by the Listing Rules or the ASX; and

(v)    if a holder of restricted securities breaches a restriction deed or a provision of the Corporation’s constitution restricting a disposal of those securities, the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those restricted securities for so long as the breach continues.

ARTICLE X

AMENDMENT OF BYLAWS

Section 10.1. SHAREHOLDERS. These Bylaws may be amended, repealed, or otherwise altered by the shareholders.

Section 10.2. BOARD OF DIRECTORS. The Board of Directors may also make, amend, or repeal, subject to any provision of the Business Corporation Act, the Articles of Incorporation, or a bylaw adopted by the shareholders that reserves the power exclusively to the shareholders or otherwise restricts the authority of the Board of Directors.

*   *   *  *   *

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CERTIFICATION

The Board of Directors of Limeade, Inc. adopted the foregoing Bylaws as the bylaws of the Corporation effective as of December 18, 2019. The Secretary of the Corporation is empowered to authenticate such Bylaws by his or her signature below.

/s/ Henry Albrecht
Name:   Henry Albrecht
Title:     Secretary
Date:	December 18, 2019

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EX-10.1

Exhibit 10.1

Form of Director Agreement

Date

Name of Director

Address

Dear (Name of Director),

Appointment to the Board of Directors of Limeade, Inc. (subject to election)

On behalf of the Board of Directors (Board) of Limeade, Inc., a Washington corporation, I am pleased to invite you to join the Board. Should you accept this invitation, your appointment will be recommended to Limeade shareholders at the XXXX Annual General Meeting on (Date), and, if approved, your appointment will be effective at the conclusion of that meeting (the “Appointment Time”).

This letter sets out the basis of your proposed appointment and the information relevant to you in relation to your position as a director of Limeade (the “Company”). To confirm the terms of the appointment, please sign and return this letter, as well as your Indemnification Agreement, prior to the Appointment Time.

This letter will not create any relationship between the Company and you of employer and employee, and you will not be an employee of the Company. For the avoidance of doubt, your appointment will be as a non-executive director, and your engagement will be as independent contractor to the Company and not as an employee.

1.    Appointment and term

1.1    Your appointment as a director of the Company is subject to, and you must comply with, all requirements of this agreement, the articles of incorporation, as amended and restated, of the Company (Articles) the bylaws, as amended and restated, of the Company (Bylaws), applicable laws, including the Washington Business Corporation Act (WBCA) and relevant securities laws, and, so long as the Company is admitted to the official list of the ASX, the Listing Rules of the ASX, relating to, inter alia, the re-election, appointment, retirement and removal of directors. Nothing in this letter is to be taken to exclude or vary the terms of the Articles or Bylaws as they apply to you as a director of the Company.

1.2    Your appointment will commence at the Appointment Time and will continue pursuant to the Bylaws unless and until terminated in accordance with the requirements set forth herein.

1.3    The Board of Directors is divided into three separate classes. Your appointment will be to the third class of directors (Director Class). Your initial term will expire at the third succeeding annual shareholder’s meeting after your election (Initial Term). Thereafter, directors who are invited to stand for re-election may be elected for a term of three years. For purposes of clarity, your appointment will expire at the conclusion of the Initial Term. Continuation of your appointment is contingent upon election by the Shareholders.

1.4    In accordance with corporate governance best practices, the Company recognizes that the performance of the Board, including the non-executive directors on the Board, must be reviewed and assessed on a regular basis. The Board will undertake such reviews in accordance with procedures to be agreed upon by the Board from time to time.

1.5    If your appointment as a director is terminated for any reason, the provisions of paragraph 11 apply.

2.    Duties as a director

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2.1    Once appointed as a director, you will be subject to the normal legal duties and responsibilities of a director under the WBCA. Subject to any limitations set forth in the WBCA or the Articles, all powers of the Company are exercised by or under the authority of the Company’s board of directors and the business and affairs of the Company are managed under the direction of the board of directors, which has exclusive authority as to substantive decisions concerning the management of the Company’s business. As a director your duties will include:

(a)    assuming and exercising the powers and performing the duties and work from time to time vested in or assigned to you by or with the authority of the Board;

(b)    complying in all respects with the directions and regulations given or made by the Board and complying with the Company's policies, including corporate governance policies, as in force and as amended from time to time to the extent applicable to you;

(c)    faithfully and diligently serving the Company and its shareholders and using your best endeavours to promote the Company and its shareholders' best interests and welfare;

(d)    affording the Group (as referred to below) with the benefit of your experience and judgement in an endeavour to ensure sound strategic and major operational decisions are made, including but not limited to general strategic advice, financial advice, analysis of opportunities and performance analysis;

(e)    maintaining strong communications with fellow directors and senior executives of the Company, including through telephone and email communications; and

(f)    seeking to ensure that the Company's affairs are conducted in accordance with best corporate governance practices.

Group means the Company and its subsidiaries from time to time and, unless the context requires otherwise, includes the business and companies proposed to be acquired directly or indirectly by the Company.

2.2    As a director of the Company you shall discharge your duties, including as a member of a committee, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances and in a manner the director reasonably believes to be in the best interests of the Company.

2.3    As a director, you are expected to:

(a)    manage, prepare for and attend all regular meetings of the Board (currently expected to be up to ten Board meetings per calendar year, but subject to increase or decrease as circumstances required) special meetings (if any) called during the course of the year as circumstances require, the annual general meeting and any other general meetings of the Company;

(b)    attend and prepare for meetings of any Board committees to which you are appointed; and

(c)    attend strategic planning sessions which may be organized from time to time (currently expected to be one per calendar year).

2.4    You will be expected to travel from time to time to such offices of the Group or other location as may be necessary or desirable in connection with your duties as a non-executive director, or as may from time to time be reasonably required by the Board in connection with your duties. You will also be expected to attend certain functions during the year at which the management of the Group will be present. If you are unable to attend any such meeting, then you should notify the Board Chair in advance.

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2.5    You agree to serve on the Company's audit and risk committee as Chair. Your appointment as Chair, Audit and Risk Committee is subject to approval by the Shareholders. You may also be requested to serve on one or more of the Company's other Board committees. The terms of reference of the Board committees to which you are appointed will be separately provided to you.

3.    Fees and other benefits of the director

3.1    For your duties as a non-executive director, the Company will pay you a director's fee of USD

$XXXX (before income tax withholdings and deductions, if applicable) per annum. Any payments for period of partial service will be pro-rated on a daily basis.

3.2    In addition to the director's fee in paragraph 3.1, if you are a member of the Company's audit and risk committee or remuneration and nomination committee, you will be paid an additional amount as outlined below (before income tax deductions, if applicable) per annum per committee for your duties, to be calculated from the Appointment Time:

(a)    Audit and Risk Committee: Chair - US $XXXX;

(b)    Audit and Risk Committee: member - US $XXXX;

(c)    Remuneration and Nomination Committee: Chair - US $XXXX; or

(d)    Remuneration and Nomination Committee member: US $XXXX.

3.3    The fees in paragraphs 3.1 and 3.2 include, where required by law, any minimum statutory superannuation contribution by the Company (towards a superannuation plan nominated by you), and, along with any committee fees, will be reviewed periodically by the Board. The director's fee and superannuation, as applicable, will be credited to your nominated accounts in accordance with legislative obligations, and may be paid by any of the subsidiaries of the Company.

3.4    If the Board considers that the performance of your duties as a director requires you to commit time in excess of that referred to in paragraph 2.5, then subject to it being within the annual director's fee pool, you may be entitled to additional fees, to be determined by the Board, to reflect such additional work.

3.5    The Company does not provide for retirement benefits for directors other than through superannuation contributions referred to in paragraph 3.3.

4.    Expenses

4.1    The Company will reimburse you in full for all reasonable out of pocket expenses which you may properly incur in the course of performing your duties under this agreement in accordance with the Company's normal policies and procedures. This includes reimbursements for all reasonable travel expenses, accommodation or other related travel expenses.

4.2    In relation to your appointment as a non-executive director, you may, with the prior approval of the Board, be reimbursed for your legal costs in seeking separate independent legal advice about your responsibilities as a non-executive director of the Company, should circumstances arise in which it becomes necessary for you to do so.

5.    Access to information

5.1    You will be provided with reports on a monthly basis detailing the financial and operational performance of the Company and its subsidiaries. You are welcome to request such further information about any aspect of the

3

Company or its subsidiaries or their respective operations as you may reasonably require to perform your duties as a non-executive director.

5.2    You confirm that copies of the Company's Articles and Bylaws, a copy of the charter of each Board committee and a copy of each charter, code of conduct and policy adopted by the Board have been provided to you.

6.    Confidentiality

6.1    You acknowledge that all information concerning the organization, business dealings, finances, transactions or affairs of the Group that you acquire during your appointment is confidential to the Company. Confidential information includes Board deliberations, Group member financial information, internal Group member reports and details of transactions or prospective transactions involving the Company or a subsidiary.

6.2    You agree that you will not use or disclose, or allow to be used or disclosed, any confidential information relating to the Group members or any of their employees, customers and operations received by you, except to the extent such use or disclosure:

(a)    is in the proper performance by you of your duties;

(b)    is with the prior written consent of the Company;

(c)    has already been made public by a Group member or otherwise becomes public (other than as a result of your actions in breach of your duties); or

(d)    is required by law, including the applicable rules of ASX.

6.3    You may only use the confidential information in the proper course of carrying out your duties.

6.4    You further acknowledge and agree that all confidential information of the Company or its subsidiaries received by you in the course of the exercise of your duties as a non-executive director of the Company remains the property of the Group.

6.5    The obligations set out in this paragraph 6 will remain in full force and effect after the termination or cessation of your appointment as a non-executive director.

6.6    If your appointment is terminated or ceases for any reason, then you must (subject to the provisions of the deed of indemnity, insurance and access between you and the Company):

(a)    immediately return all property of the Company to the Company;

(b)    immediately return to the Company or (at the Company's discretion) destroy all copies of confidential information;

(c)    delete all copies of confidential information contained on any computer, database or other electronic means of data storage;

(d)    upon request, provide written confirmation that you have complied with this paragraph 6;

(e)    not record confidential information in any form after termination or cessation; and

(f)    if you retain any confidential information, you must ensure that you take all reasonable measures to maintain and protect the confidentiality of that information.

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7.    Other directorships

7.1    During the term of your appointment as a non-executive director of the Company, you must not without first informing the Board accept any directorships of other companies (other than those already disclosed to the Board).

7.2    During the term of your appointment as a non-executive director of the Company and for the period of three months' after the end of the term of your engagement, you should not accept any directorships, advisory roles or managerial positions with other businesses or companies that are in competition with the Group without obtaining the Board's written consent, which may be withheld in its absolute discretion (other than those to which the Board has already consented).

7.3    You agree that you will not accept any such other directorships if accepting them may adversely affect your ability to commit to the affairs of the Group the time required to properly perform your duties as director of the Company.

8.    Interests, shares and share dealings

8.1    You agree to disclose to the Company all the information required by the Company from time to time to enable the Company to give ASX completed Appendices 3X, 3Y and 3Z within the time periods allowed by ASX Listing Rule 3.19A (to the extent those rules apply to the Company). You agree to give the Company such information within the times requested by the Company from time to time.

8.2    You authorise the Company to give the information provided by you to ASX on your behalf and as your agent.

8.3    You agree to comply with the policies and procedures adopted from time to time by the Board in relation to trading in the Company's securities by directors and senior employees of the Company.

9.    Other interests and independence

9.1    You agree promptly to disclose to the Company any matter which may give rise to a conflict between your duties as a non-executive director of the Company and any other duties or obligations which you may owe and you agree to take such steps as the Company reasonably requires to ensure that such conflict is properly managed.

9.2    Without limiting applicable laws, the Articles or the Bylaws, if any matter is to be discussed at a meeting of the Board or committee of the Board which could involve a conflict of interest you will:

(a)    declare the conflict of interest;

(b)    not receive the relevant papers;

(c)    not be present at a meeting where the matter is discussed; and

(d)    not participate in any decision on the matter or be informed of the decision.

Subject to applicable laws, the Articles and the Bylaws, the Board may agree to vary or waive the provisions of this paragraph 9.2 and may agree to accept a standing notice of conflict, in terms considered appropriate from time to time.

9.3    As of the Appointment Time, you will be classified by the Board as an independent director under the rules of the ASX. You hereby agree to notify the Company of any matters that may reasonably affect your classification as an independent director.

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10.    Insurance and indemnity

10.1    You will be entitled to the benefit of any directors' and officers' liability insurance held by the Company from time to time. You will also be entitled to indemnity pursuant to Section 5.1 of the Bylaws.

10.2    The Company undertakes to maintain insurance, on terms reasonable for a company of the Company's size and type, during the term of your appointment as a non-executive director.

10.3    You must:

(a)    immediately inform the Company secretary and any relevant insurer in writing upon becoming aware of any circumstances that could give rise to a claim under any insurance policy; and

(b)    immediately inform the Company secretary in writing upon becoming aware of anything done or omitted to be done that is reasonably likely to prejudice any insurance cover.

11.    Termination

11.1    Except as expressly set out in this agreement, upon termination of your appointment as a non- executive director, for whatever reason, you will not be entitled to any compensation for loss of office other than any outstanding fees (if any) or expenses (if any) due and payable to you in accordance with this letter at the date of such termination.

11.2    Upon termination of your appointment, for whatever reason, you will resign as a non-executive director of the Company and of any subsidiary of the Company or any other company in any way connected with the Company of which you have been appointed director.

12.    Governing law and jurisdiction

This letter of appointment is governed by and construed according to the internal laws of the State of Washington, without regard to its conflicts of laws rules. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of Washington, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this letter of appointment.

Please confirm your agreement to these terms by signing the enclosed copy of this letter and executing the enclosed deed of access, insurance and indemnity and returning it to me.

Yours sincerely,

...............................................

(Name of the Chair)

Chair, Board of Directors

For and on behalf of Limeade, Inc. ARBN 637 017 602 And its Board of Directors

I agree to the terms and conditions set out above relating to my appointment as a non-executive director of the Company.

Signed: _________________________________

(Name of the Director)

Date:     _________________________________    

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EX-10.2

Exhibit 10.2

LIMEADE, INC.

AMENDED AND RESTATED

2006 STOCK PLAN

1.    Purposes of the Plan.The purposes of this Limeade, Inc. Amended and Restated 2006 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants and to promote the success of the Company's business. Options granted under the Plan.may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. Stock Purchase Rights may also be granted under the Plan.

2.    Definitions.As used herein, the following definitions shall apply:

(a)    "Administrator"means the Board or its Committee appointed pursuant to Section 4 of the Plan.

(b)    "Affiliate"means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity. For purposes of this Plan, any entity that is disregarded for U.S. federal income tax purposes and is wholly owned by the Company or a Subsidiary shall be treated as the Company or such Subsidiary, as applicable.

(c)    "ApplicableLaws"means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

(d)    "Board"means the Board of Directors of the Company.

(e)    "Cause"for termination of a Participant's Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) dishonesty, gross negligence 0r willful misconduct by the Participant that materially and adversely affects (A) the business, affairs or reputation of the Company or (B) the Participant's ability to perform his duties for the Company, (ii) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any crime involving any felony, (iii) fraud, embezzlement or theft against the Company, (iv) a material breach by the Participant of any agreement between the Participant and the Company or (v) the willful failure of the Participant to follow written directions from the Board or the officer to whom the Participant reports that are consistent with his or her duties. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company, and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section S(d) below, and the term "Company" in this Section 2(e) will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate. Notwithstanding anything contained herein to the contrary, should there be a conflict between the definition of Cause set forth above and the terms and provisions related to termination for cause in any other written agreement between Participant and Company, including, without limitation, an Option Agreement, Restricted Stock Purchase Agreement or employment agreement, the terms and provisions of such other agreement or agreements with respect to tem1ination for cause shall prevail.

(f)    "Change of Control"means (1) the sale, lease, exclusive license, transfer or other

disposition, in a single transaction or series of related transactions, of all or substantially all of the Company's assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

(g)    "Code"means the Internal Revenue Code of 1986, as amended.

(h)    "Committee"means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

(i)    "Common Stock"means the Common Stock of the Company.

(j)    "Company"means Limeade, Inc., a Washington corporation.

(k)    "Consultant"means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render se1vices and is compensated for such services, and any director of the Company whether compensated for such services or not.

(l)    · "Continuous Service Status"means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to.an Employee will not constitute an interruption of Continuous Service Status.

(m)    ''Director"means a member of the Board.

(n)    "Employee"means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director's fee to a Director shall not be sufficient to constitute "employment" of such Director by the Company.

(o)    "ExchangeAct"means the Securities Exchange Act of 1934, as amended.

(p)    "Fair Market Value"means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

(q)    "Incentive Stock Option"means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

(r)    "Listed Securitv"means any security of the Company that is listed or approved for

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listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority.

(s)    "Nonstatutory Stock Option"means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

(t)    "Option"means a stock option granted pursuant to the Plan.

(u)    "Option Agreement"means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(v)    "OptionExchangeProgram"means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

(w)    "Optioned Stock"means the Common Stock subject to an Option.

(x)    "Optionee"means an Employee or Consultant who receives an Option.

(y)    "Parent"means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of tbe Code, or any successor provision.

(z)    "Participant"means any holder of one or more Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan.

(aa)    "Plan" means this Amended and Restated 2006 Stock Plan.

(bb)    "ReportingPerson"means an officer, Director, or greater than ten percent shareholder of the Company within the meaning of Rule l6a-2 under the Exchange Act, who is required to ftle reports pursuant to Rule 16a-3 under the Exchange Act.

(cc)    "Restricted Stock"means Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below.

(dd)    "Restricted Stock Purchase Agreement"means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.

(ee)    "Rule 16b-3"means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

(ff)    "Share"means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(gg)    "Stock Exchange"means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(hh)    "Stock Purchase Right"means the right to purchase Common Stock pursuant to Section 11 below.

(ii)    "Subsidiary"means a "subsidiary corporation," whether now or hereafter existing,

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as defined in Sec,:tion 424(t) of the Code, or any successor provision.

(jj)    "Ten Percent Holder''means a person who owns stock representing more than ten percent (I 0%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

(kk)    "Voting Agreement"means that certain Amended and Restated Voting Agreement, among the Company and its shareholders, as may be amended from time to time.

3.    Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 5,831,913 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. The shares that may be issuable under Incentive Stock Options shall be limited to the above maximum number of shares reserved under the Plan. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Share issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall be available for future grant under the Plan.

4.    Administration of the Plan.

(a)    General.The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

(b)    Committee Composition.If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, till vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 166-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

(c)    Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i)    to determine the Fair Market Value of the Common Stock, in accordance with Section 2(p) of the Plan; provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii)    to select the Employees and Consultants to whom Plan awards may from time to time be granted;

(iii)    to determine whether and to what extent Plan awards are granted;

(iv)    to determine the number of Shares of Common Stock to be covered by each award granted;

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(v)    to approve the form(s) of agreement(s) used under the Plan;

(vi)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant's transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine; provided, however, that if the terms and conditions of an award provide for vesting other than as set forth in Section 8, the Administrator must obtain the approval of the Series C Director (as defined in the Voting Agreement);

(vii)    to determine whether and under what circumstances an Option may be settled in cash under Section I 0(c) instead of Common Stock;

(viii)    to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

(ix)    to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

(x)    to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(xi)    in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

5.    Eligibility.

(a)    Recipientsof Grants.Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

(b)    Typeof Option.Each Option shall be designated in the applicable Option Agreement as either an ln entive Stock Option or a Nonstatutory Stock Option.

(c)    ISO  $100,000  Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

(d)    No Emplovment Rights.The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant's right or the Company's right to terminate the employment or consulting relationship at any time for any reason.

6.    Term of Plan.The Plan shall become effective upon its adoption by the Board. The Plan

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shall continue .in effect for a term of ten (10) years from December 9, 2006, unless sooner terminated under Section 16 of the Plan.

7.    Term of Option.The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option-shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8.    Vesting of Options.Unless otherwise determined by the Administrator in accordance with Section 4(c)(vi), Options under the Plan shall vest as follows: (a) 25% of the total number of Options granted shall vest on the first anniversary of the date of grant thereof (the "Initial Vesting Date"), and (b) the remaining Options shall vest 1136th on each monthly anniversary of the Initial Vesting Date, until fully vested.

9.    Option Exercise Price and Consideration.

(a)    Exercise Price.The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement; but shall be subject to the following:

(i)    In the case of an Incentive Stock Option

(A)    granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

(B)    granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii)    In the case of a Nonstatutory Stock Option, the per share Exercise Price shall be no less than 100% of the Fair Market Value.

(b)    Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method.of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (L) cash; (2) check; (3) subject to any requirements of the Applicable Laws, delivery of Optionee's promissory note with stated interest at an arm's length intterest rate and such security and redemption provisions as the Administrator determines to be appropriate; (4) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company's incurring an adverse accounting charge); (5) if, as of the date of exercise .of an Option the Company then is permitting employees to engage in a "same-day sale" cashless brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the Company of the amount required to pay the exercise price and any applicable withholding taxes; or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall.consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

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10.    Exercise of Option.

(a)    General.

(i)    Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect io the Company and/or the Optionee.

(ii)    Leave of Absence.The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii)    Minimum Exercise Requirements.An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

(iv)    Procedures for and Results of Exercise.An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(v)    Rights as Shareholder.Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

(b)    Termination of Employment or Consulting Relationship.Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee's Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. ln no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement or the

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time periods set forth in Section 7.

Subject to Section 22, the following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee's Continuous Service Status, and (2) establish the minimum post termination exercise periods that may be set forth in an Option Agreement:

(i)    Termination other than Upon Disability or Death or for Cause.In the event of termination of Optionee's Continuous Service Status other than under the circumstances set forth in subsections (ii) through (iv) below, such Optionee may exercise an Option for 90 days following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(ii)    Disabilityof Optionee.In the event of termination of an Optionee's Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within twelve months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

(iii)    Death of Optionee.ln the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days following termination of Optionee's Continuous Service Status, the Option may be exercised by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee's Continuous Service Status terminated.

(iv)    Terminationfor Cause.In the event of termination of an Optionee's Continuous Service Status for Cause, any Option (including any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee's Continuous Service Status. 1f an Optionee's employment or consulting relationship with the Company is suspended pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee's rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have no right to exercise any Option. This Section 10(b)(iv) shall apply with equal effect to any Shares acquired upon exercise of an Option granted on any date on which the Common Stock is not a Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of termination of the Participant's Continuous Service Status for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company's initial public offering of its Common Stock. With respect to any Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the Company's right to repurchase such Shares upon termination of the Participant's Continuous Service Status for Cause shall be made at the Participant's original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section I O(b)(iv) shall in any way limit the Company's right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.

(c)    Buyout Provisions.The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

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11.    Stock Purchase Rights.

(a)    Rights to Purchase.When the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise tbe offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which may be more or less than the Fair Market Value, including a nominal price, in the Administrator's sole discretion), and the time within which such person must accept such offer. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement.

(b)    Repurchase Option.

(i)    General.Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's Continuous Service Status with the Company for any reason (including death or disability). Subject to any requirements of the Applicable Laws, the terms of the Company's repurchase option (including without limitation the price at which, and the consideration for which, it may be exercised, and the vesting schedule and/or events upon which it shall lapse) shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Stock Purchase Agreement.

(ii)    Leave of Absence.The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided. however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave·(unless otherwise required by the Applicable Laws). In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given "vesting" credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii)    Terminationfor Cause.In the event of termination of a Participant's Continuous Service Status for Cause, the Company shall have the right to repurchase from the Participant any Shares issued upon exercise of a Stock Purchase Right at the Participant's original cost for the Shares. Such repurchase shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 11(b)(iii) shall in any way limit the Company's right to purchase unvested Shares as set forth in the applicable Restricted Stock Purchase Agreement.

(c)    Other Provisions. The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not materially inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.

(d)    Rights as a Shareholder.Once a Participant purchases Stock through the exercise of a Stock Purchase Right, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.

12.    Taxes.

(a)    As a condition of the grant, vesting or exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant's death, the person exercising the

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Option or Stock Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or Stock Purchase Right or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations under this Section 12 (whether pursuant to Sections l2(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

(b)    In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option or Stock Purchase Right.

(c)    This Section 12(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option or Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the "Tax Date").

(d)    If permitted by the Administrator, in its discretion, a Participant may elect to satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld.

(e)    Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date.

(f)    In the event an election to have Shares_withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is tiled under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

13.    Non-Transferability of Options and Stock Purchase Rights.

(a)    General.Except as set forth in this Section 13, Options, Stock Purchase Rights, and any unvested Shares acquired in connection with the exercise of an Option or Stock Purchase Right (including any of the economic consequences of ownership of the Options, Stock Purchase Rights and any unvested Shares acquired in connection with the exercise of an Option or Stock Purchase Right) may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13.

(b)    Limited Transferability Rights.Notwithstanding anything else in this Section 13,

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the Administrator may in its discretion grant Nonstatutory Stock Options or Stock Purchase Rights that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to "Immediate Family Members" (as defined below) of the Optionee. "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

14.    AdjustmentsUpon Changes in Capitalization, Merger or Certain Other Transactions.

(a)    Changesin Capitalization. Subject to any action required under Applicable Laws by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding award and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an award, as well as the price per Share of Common Stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an award.

(b)    Dissolution or Liquidation.In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c)    Change of Control.This Section 14(c) shall apply to Options and Stock Purchase Rights in the event of a Change of Control unless otherwise provided in the applicable Option Agreement or Restricted Stock Purchase Agreement or any other written agreement between the Company or any Subsidiary, Parent or Affiliate and the Participant, or unless otherwise expressly provided by the Administrator at the time of grant. In the event of a Change of Control, the Administrator may, in its sole discretion (and contingent upon the closing or completion of the Change of Control), take one or more of the following actions with respect to any Options and Stock Purchase Rights:

(i)    arrange for the successor corporation or a parent or subsidiary of such successor corporation (the "Successor Corporation") to assume or continue the vested or unvested portion of any outstanding Options or Stock Purchase Rights or to substitute an equivalent option or right by the Successor Corporation;

(ii)    arrange for assignment to the Successor Corporation of any reacquisition or repurchase rights held by the Company with respect to Shares issued pursuant to such Options or Stock Purchase Rights;

(iii)    accelerate tbe vesting of an Option or Stock Purchase Right (and the time at which such award may be exercised) to a date prior to the effective time of such Change of Control as the Administrator shall determine (or, if the Administrator elects to accelerate the vesting but does not set an effective date, to the date that is five (5) days prior to the effective date of the Change of Control), with such

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awards terminating in full if not exercised at or prior to the effective time of the Change of Control;

(iv)    allow the lapse of any reacquisition or repurchase rights held by the Company with respect to such Options or Stock Purchase Rights;

(v)    cancel or arrange for the cancellation of any Options or Stock Purchase Rights without the payment of any consideration; provided that the Participant shall be notified, during a period of not less than five (5) days prior to the effective date of the Change of Control, of such treatment and given an opportunity to exercise (including contingent upon the closing of the Change of Control) those Options or Stock Purchase Rights that are vested or, if applicable, will become vested and exercisable prior to or as of the effective date of the Change of Control , unless (A) a shorter period is required to permit a timely closing of the transaction, and (B) such shorter period still offers the Participant a reasonable opportunity to exercise the award;

(vi)    make a payment in cancellation of any Options or Stock Purchase Rights in an amount equal to the excess, if any, of (A) the value of the Shares (or other property) that the Participant would have received upon exercise of the award, over (B) the exercise price payable by the Participant in connection with such award (the “Spread"). Such payment may be made, at the election of the Administrator in its sole discretion, in the form of cash, cash equivalents, securities of the Successor Corporation or other securities having a value equal to the Spread; provided, however, if the consideration received by the Company or its shareholders in the Change of Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the payment of the Spread in accordance with this Section 14(c)(vi)to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement relating to such Change of Control may be applied to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares;

(vii)    terminate all Options that are not vested and all Stock Purchase Rights that remain subject to a Company repurchase right as of the effective time of the Change of Control.

(d)    Certain Distributions. In the event of any distribution to the Company's shareholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution.

15.    Time of Granting Options and Stock Purchase Rights.The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

16.    Amendment and Termination of the Plan.

(a)    Authority to Amend or Terminate.The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14) shall be made that would materially and adversely affect the rights of any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain

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shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(b)    Effect of Amendment or Termination.Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.

17.    Conditions Upon Issuance of Shares.

(a)    Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising the award to (i) represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by Applicable Laws; (ii) acknowledge that Shares are subject to restrictions set forth in the Company's amended and restated articles of incorporation or bylaws, as in effect and as amended from time to time; and (iii) become a party to certain agreements between the Company and its other shareholders, including but not limited to the Voting Agreement, containing provisions that require the holders of Shares to (A) sell their Shares on the same terms and conditions as the other shareholders of the Company in the event of a merger, consolidation or sale of stock or assets of the Company, (B) grant a proxy to the Board or a designee thereof to vote the Shares in favor of the proposed sale transaction, and (C) grant a power of attorney to the Board to follow through on the execution of any related documents. Shares issued upon exercise of awards granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement.

(b)    As a condition to the receipt of Shares under the Plan, each holder thereof shall also agree that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to any Company public offerings (the Company's initial public offering, the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO or 90 days in the case of any secondary offering that occurs within six months of the IPO) or, if required by such underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days prior to or after the date that is one hundred 180 days after the effective date of the registration statement relating to such IPO or 90 days in the case of any secondary offering that occurs within six. months of the IPO (i) lend, offer, pledge, 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 securities of the Company held immediately prior to the effectiveness of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities of the Company or other securities, in cash or otherwise. The foregoing provisions shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement. The underwriters in connection with the lPO are intended third party beneficiaries of this provision and shall have the right, power and authority to enforce the provisions hereof as though a party hereto. Participants further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this provision or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities of the Company or the Participant (and transferees and assignees thereof) until the end

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of such restricted period.

18.    Reservationof Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19.    Agreements.Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, iJ1 such form(s) as the Administrator shall from time to time approve.

20.    Shareholder Approval.If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

21.    Informationand Documents to Optionees and Purchasers.Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access lo equivalent iJ1formation. ·

22.    AwardsGrantedto California Residents.Options or Stock Purchase Rights granted under the Plan on any date on which the Common Stock in not a Listed Security to persons resident in California and whose gram is issued in reliance on Section 25102(0) of the California Corporate Securities Law of 1968 shall be subject to the provisions set forth in Attachment A hereto. To the extent the provisions of the Plan, or any applicable Option Agreement or Restricted Stock Purchase Agreement, conflict with the provisions set forth.on Attachment A, the provisions on Attachment A shall govern the terms of such Options or Stock Purchase Rights, as the case may be.

[End of Plan]

Company Confirmation

This Limeade, Inc. Amended and Restated Stock Plan was adopted by the Company's Board of Directors on October 22, 2014, and approved the shareholders of the Company on October 23 , 2014.

Signature:		/s/ Henry Albrecht
Name:		Henry Albrecht
Title:		President and Chief Exectuive Officer
Date:	October 23, 2014

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ATTACHMENT A

Provisions Applicable to Participants

Resident in California

Prior to the date, if ever, on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the terms set forth herein shall apply to Options and Stock Purchase Rights issued to Participants that are residents of the State of California (each, a "California Participant"). All capitalized terms used herein but not otherwise defined shall have the respective meanings set fo1th in the Plan.

(i)    Termination of Continuous Service Status. The following rules shall apply to any Option in the event of termination of the Participant's Continuous Service Status:

(a)    If such termination was for reasons other than death, "disability" (as defined below), or Cause, the Participant shall have at least thirty (30) days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the Option term as set forth in the Option Agreement.

(b)    If such termination was due to death or disability, the Participant shall have at least six (6) months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the Option term as set forth in the Option Agreement.

For the purposes of this Attachment A, "Disability" shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Company or any Parent or Subsidiary because of the sickness or injury of the Participant.

(ii)    Financial Information.The Company shall furnish summary financial information (audited or unaudited) of the Company's financial condition and results of operations, consistent with the requirements of the Applicable Laws, at least annually to each California Participant during the period such Participant has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Pa11icipant owns such Shares. The Company shall not be required to provide such information if (i) the issuance is limited to key employees whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of determining such compliance,.any registered domestic partner shall be considered a "family member" as that term is defined in R le 70I.

EX-10.3

Exhibit 10.3

LIMEADE, INC.

AMENDED 2016 STOCK PLAN

1.    Purposes of the Plan.The purposes of this Limeade, Inc. 2016 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to Employees and Consultants and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. Stock Purchase Rights may also be granted under the Plan.

2.    Definitions.As used herein, the following definitions shall apply:

(a)    "Administrator"means the Board or its Committee appointed pursuant to Section 4 of the Plan.

(b)    "Affiliate"means an entity other than a Subsidiary (as defined below) which, together with the Company, is under common control of a third person or entity. For purposes of this Plan, any entity that is disregarded for U.S. federal income tax purposes and is wholly owned by the Company or a Subsidiary shall be treated as the Company or such Subsidiary, as applicable.

(c)    "ApplicableLaws"means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

(d)    "Board"means the Board of Directors of the Company.

(e)    "Cause"for termination of a Participant's Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) dishonesty, gross negligence or willful misconduct by the Participant that materially and adversely affects (A) the business, affairs or reputation of the Company or (B) the Participant's ability to perform his duties for the Company, (ii) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any crime involving any felony, (iii) fraud, embezzlement or theft against the Company, (iv) a material breach by the Participant of any agreement between the Participant and the Company or (v) the willful failure of the Participant to follow written directions from the Board or the officer to whom the Participant reports that are consistent with his or her duties. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 5(d) below, and the term "Company" in this Section 2(e) will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate. Notwithstanding anything contained herein to the contrary, should there be a conflict between the definition of Cause set forth above and the terms and provisions related to termination for cause in any other written agreement between Participant and Company, including, without limitation, an

Option Agreement, Restricted Stock Purchase Agreement or employment agreement, the terms and provisions of such other agreement or agreements with respect to termination for cause shall prevail.

(f)    "Change of Control"means (1) the sale, lease, exclusive license, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially all of the Company's assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, or (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

(g)    "Code"means the Internal Revenue Code of 1986, as amended.

(h)    "Committee"means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

(i)    "Common Stock"means the Common Stock of the Company.

(j)    "Company"means Limeade, Inc., a Washington corporation.

(k)    "Consultant"means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(1)    "Continuous Service Status"means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status.

(m)    "Director"means a member of the Board.

(n)    "Employee"means any person employed by the Company or any Parent, Subsidiary or Affiliate, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director's fee to a Director shall not be sufficient to constitute "employment" of such Director by the Company.

(o)    "ExchangeAct"means the Securities Exchange Act of 1934, as amended.

(p)    "Fair Market Value"means, as of any date, the fair market value of the Common Stock, as determined by the Administrator in good faith on such basis as it deems appropriate and applied consistently with respect to Participants. Whenever possible, the determination of Fair Market Value shall be based upon the closing price for the Shares as reported in the Wall Street Journal for the applicable date.

(q)    "Incentive Stock Option"means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

(r)    "Listed Security"means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the Financial Industry Regulatory Authority.

(s)    "Nonstatutory Stock Option"means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

(t)    "Option"means a stock option granted pursuant to the Plan.

(u)    "Option Agreement"means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(v)    "OptionExchangeProgram"means a program approved by the Administrator whereby outstanding Options are exchanged for Options with a lower exercise price or are amended to decrease the exercise price as a result of a decline in the Fair Market Value of the Common Stock.

(w)    "Optioned Stock"means the Common Stock subject to an Option.

(x)    "Optionee"means an Employee or Consultant who receives an Option.

(y)    "Parent"means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(z)    "Participant"means any holder of one or more Options or Stock Purchase Rights, or the Shares issuable or issued upon exercise of such awards, under the Plan.

(aa)    "Plan"means this 2016 Stock Plan.

(bb) "ReportingPerson"means an officer, Director, or greater than ten percent shareholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(cc) "Restricted Stock"means Shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 11 below.

(dd) "Restricted Stock Purchase Agreement"means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such agreement.

(ee) "Rule 16b-3"means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

(ff) "Share"means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(gg) "Stock Exchange"means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(hh) "Stock Purchase Right"means the right to purchase Common Stock pursuant to Section 11 below.

(ii)    "Subsidiary"means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

(jj) "Ten Percent Holder"means a person who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary.

(kk) "Voting Agreement"means that certain Amended and Restated Voting Agreement, among the Company and its shareholders, as may be amended from time to time.

3.    Stock Subiect to the Plan.Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 2,355,179 Shares of Common Stock; provided, that, the Company shall not issue Shares under the Plan in excess of 1,720,179 unless there are expired or cancelled awards under the Company's 2006 Amended and Restated Stock Plan, and then only to the extent of and in an equivalent amount of Shares underlying such expired or cancelled awards. The Shares may be authorized, but unissued, or reacquired Common Stock. The shares that may be issuable under Incentive Stock Options shall be limited to the above maximum number of shares reserved under the Plan. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right\\ which the Company may have shall be available for future grant under the Plan.

4.    Administration of the Plan.

(a)    General.The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to make awards under the Plan.

(b)    Committee Composition.If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

(c)    Powers of the Administrator.Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i)    to determine the Fair Market Value of the Common Stock, in accordance with Section 2(p) of the Plan; provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii)    to select the Employees and Consultants to whom Plan awards may from time to time be granted;

(iii)    to determine whether and to what extent Plan awards are granted;

(iv)    to determine the number of Shares of Common Stock to be covered by each award granted;

(v)    to approve the form(s) of agreement(s) used under the Plan;

(vi)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, any pro rata adjustment to vesting as a result of a Participant's transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right or Restricted Stock, based in each case on such factors as the Administrator, in its sole discretion, shall determine; provided, however, that if the terms and conditions of an award provide for vesting other than as set forth in Section 8, the Administrator must obtain the approval of the Series C Director (as defined in the Voting Agreement);

(vii)    to determine whether and under what circumstances an Option may be settled in cash under Section 10(c) instead of Common Stock;

(viii)    to implement an Option Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Option that would materially and adversely affect the rights of any Optionee shall be made without the prior written consent of the Optionee;

(ix)    to adjust the vesting of an Option held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

(x)    to construe and interpret the terms of the Plan and awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(xi)    in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options or Stock Purchase Rights to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

5.    Eligibility.

(a)    Recipients of Grants.Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates shall not be eligible to receive Incentive Stock Options.

(b)    Type of Option.Each Option shall be designated in the applicable Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

(c)    ISO$100,000Limitation.Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option.

(d)    No Employment Rights.The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant's right or the Company's right to terminate the employment or consulting relationship at any time for any reason.

6.    Term of Plan.The Plan shall become effective upon its adoption by the Board. The Plan shall continue in effect for a term of ten (10) years from February_, 2016, unless sooner terminated under Section 16 of the Plan.

7.    Term of Option.The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8.    Vesting of Options.Unless otherwise determined by the Administrator in accordance with Section 4(c)(vi), Options under the Plan shall vest as follows: (a) 25% of the total number of Options granted shall vest on the first anniversary of the date of grant thereof (the "Initial Vesting Date"), and (b) the remaining Options shall vest 1136th on each monthly anniversary of the Initial Vesting Date, until fully vested.

9.    Option Exercise Price and Consideration.

(a)    Exercise Price.The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator and set forth in the Option Agreement, but shall be subject to the following:

(i)    In the case of an Incentive Stock Option

(A)    granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

(B)    granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii)    In the case of a Nonstatutory Stock Option, the per share Exercise Price shall be no less than 100% of the Fair Market Value.

(b)    Permissible Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws, delivery of Optionee's promissory note with stated interest at an arm's length interest rate and such security and redemption provisions as the Administrator determines to be appropriate; (4) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six months on the date of surrender (or such other period as may be required to avoid the Company's incurring an adverse accounting charge); (5) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a "same-day sale" cashless brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt delivery to the Company of the amount required to pay the exercise price and any applicable withholding taxes; or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

10.    Exercise of Option.

(a)    General.

(i)    Exercisability.Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee.

(ii)    Leave of Absence.The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii)    MinimumExerciseRequirements.An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

(iv)    Procedures for and Results of Exercise.An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(v)    Rights as Shareholder.Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.

(b)    Termination of Employment or Consulting Relationship.Except as otherwise set forth in this Section 10(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee's Continuous Service Status, which

provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement or the time periods set forth in Section 7.

Subject to Section 22, the following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee's Continuous Service Status, and (2) establish the minimum post termination exercise periods that may be set forth in an Option Agreement:

(i)    Termination other than Upon Disability or Death or for Cause.In the event of termination of Optionee's Continuous Service Status other than under the circumstances set forth in subsections (ii) through (iv) below, such Optionee may exercise an Option for 90 days following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination. No termination shall be deemed to occur and this Section 10(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(ii)    Disabilityof Optionee.In the event of termination of an Optionee's Continuous Service Status as a result of his or her disability (including a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within twelve months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

(iii)    Death of Optionee.In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days following termination of Optionee's Continuous Service Status, the Option may be exercised by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee's Continuous Service Status terminated.

(iv)    Terminationfor Cause.In the event of termination of an Optionee's Continuous Service Status for Cause, any Option (including any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee's Continuous Service Status. If an Optionee's employment or consulting relationship with the Company is suspended pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee's rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have no right to exercise any Option. This Section l0(b)(iv) shall apply with equal effect to any Shares acquired upon exercise of an Option granted on any date on which the Common Stock is not a Listed Security to a person other than an officer, Director or Consultant, in that the Company shall have the right to repurchase such Shares from the Participant upon the following terms: (A) the repurchase is made within 90 days of

termination of the Participant's Continuous Service Status for Cause at the Fair Market Value of the Shares as of the date of termination, (B) consideration for the repurchase consists of cash or cancellation of purchase money indebtedness, and (C) the repurchase right terminates upon the effective date of the Company's initial public offering of its Common Stock. With respect to any Shares issued upon exercise of an Option granted to any officer, Director or Consultant, the Company's right to repurchase such Shares upon termination of the Participant's Continuous Service Status for Cause shall be made at the Participant's original cost for the Shares and shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section 10(b)(iv) shall in any way limit the Company's right to purchase unvested Shares issued upon exercise of an Option as set forth in the applicable Option Agreement.

(c)    Buyout Provisions.The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11.    Stock Purchase Rights.

(a)    Rights to Purchase.When the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (which may be more or less than the Fair Market Value, including a nominal price, in the Administrator's sole discretion), and the time within which such person must accept such offer. The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement.

(b)    Repurchase Option.

(i)    General.Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's Continuous Service Status with the Company for any reason (including death or disability). Subject to any requirements of the Applicable Laws, the terms of the Company's repurchase option (including without limitation the price at which, and the consideration for which, it may be exercised, and the vesting schedule and/or events upon which it shall lapse) shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Stock Purchase Agreement.

(ii)    Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant's returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given "vesting" credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company

throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii)    Terminationfor Cause.In the event of termination of a Participant's Continuous Service Status for Cause, the Company shall have the right to repurchase from the Participant any Shares issued upon exercise of a Stock Purchase Right at the Participant's original cost for the Shares. Such repurchase shall be effected pursuant to such terms and conditions, and at such time, as the Administrator shall determine. Nothing in this Section ll(b)(iii) shall in any way limit the Company's right to purchase unvested Shares as set forth in the applicable Restricted Stock Purchase Agreement.

(c)    OtherProvisions.The Restricted Stock Purchase Agreement shall contain such other terms, provisions and conditions not materially inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each purchaser.

(d)    Rights as a Shareholder.Once a Participant purchases Stock through the exercise of a Stock Purchase Right, the purchaser shall have the rights equivalent to those of a shareholder and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 14 of the Plan.

12.    Taxes.

(a)    As a condition of the grant, vesting or exercise of an Option or Stock Purchase Right granted under the Plan, the Participant (or in the case of the Participant's death, the person exercising the Option or Stock Purchase Right) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with such grant, vesting or exercise of the Option or Stock Purchase Right or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant's tax withholding obligations under this Section 12 (whether pursuant to Sections 12(c), (d) or (e), or otherwise), the Administrator shall not allow Shares to be withheld in an amount that exceeds the minimum statutory withholding rates for federal and state tax purposes, including payroll taxes.

(b)    In the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date of an exercise of the Option or Stock Purchase Right.

(c)    This Section 12(c) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. In the case of a Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise of the Option or

Stock Purchase Right that number of Shares having a Fair Market Value determined as of the applicable Tax Date (as defined below) equal to the amount required to be withheld. For purposes of this Section 12, the Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the "Tax Date").

(d)    If permitted by the Administrator, in its discretion, a Participant may elect to satisfy his or her tax withholding obligations upon exercise of an Option or Stock Purchase Right by surrendering to the Company Shares that have a Fair Market Value determined as of the applicable Tax Date equal to the amount required to be withheld.

(e)    Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 12(c) or (d) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 12(d) above must be made on or prior to the applicable Tax Date.

(f)    In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

13.    Non-Transferability of Options and Stock Purchase Rights.

(a)    General.Except as set forth in this Section 13, Options, Stock Purchase Rights, and any unvested Shares acquired in connection with the exercise of an Option or Stock Purchase Right (including any of the economic consequences of ownership of the Options, Stock Purchase Rights and any unvested Shares acquired in connection with the exercise of an Option or Stock Purchase Right) may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by an Optionee will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of an Option or Stock Purchase Right, only by such holder or a transferee permitted by this Section 13.

(b)    Limited Transferability Rights.Notwithstanding anything else in this Section 13, the Administrator may in its discretion grant Nonstatutory Stock Options or Stock Purchase Rights that may be transferred by instrument to an inter vivos or testamentary trust in which the Options are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to "Immediate Family Members" (as defined below) of the Optionee. "Immediate Family" means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Optionee) control the management of assets, and any other entity in which these persons (or the Optionee) own more than fifty percent of the voting interests.

14.    Adiustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a)    Changesin Capitalization.Subject to any action required under Applicable Laws by the shareholders of the Company, the number of Shares of Common Stock covered by each outstanding award and the number of Shares of Common Stock that have been authorized for issuance under the Plan but as to which no awards have yet been granted or that have been returned to the Plan upon cancellation or expiration of an award, as well as the price per Share of Common Stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an award.

(b)    Dissolution or Liquidation.In the event of the dissolution or liquidation of the Company, each Option and Stock Purchase Right will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c)    Change of Control.This Section 14(c) shall apply to Options and Stock Purchase Rights in the event of a Change of Control unless otherwise provided in the applicable Option Agreement or Restricted Stock Purchase Agreement or any other written agreement between the Company or any Subsidiary, Parent or Affiliate and the Participant, or unless otherwise expressly provided by the Administrator at the time of grant. In the event of a Change of Control, the Administrator may, in its sole discretion (and contingent upon the closing or completion of the Change of Control), take one or more of the following actions with respect to any Options and Stock Purchase Rights:

(i)    arrange for the successor corporation or a parent or subsidiary of such successor corporation (the "Successor Corporation") to assume or continue the vested or unvested portion of any outstanding Options or Stock Purchase Rights or to substitute an equivalent option or right by the Successor Corporation;

(ii)    arrange for assignment to the Successor Corporation of any reacquisition or repurchase rights held by the Company with respect to Shares issued pursuant to such Options or Stock Purchase Rights;

(iii)    accelerate the vesting of an Option or Stock Purchase Right (and the time at which such award may be exercised) to a date prior to the effective time of such Change of Control as the Administrator shall determine (or, if the Administrator elects to accelerate the vesting but does not set an effective date, to the date that is five (5) days prior to the effective date of the Change of Control), with such awards terminating in full if not exercised at or prior to the effective time of the Change of Control;

(iv)    allow the lapse of any reacquisition or repurchase rights held by the Company with respect to such Options or Stock Purchase Rights;

(v)    cancel or arrange for the cancellation of any Options or Stock Purchase Rights without the payment of any consideration; provided that the Participant shall be notified, during a period of not less than five (5) days prior to the effective date of the Change of Control, of such treatment and given an opportunity to exercise (including contingent upon the closing of the Change of Control) those Options or Stock Purchase Rights that are vested or, if applicable, will become vested and exercisable prior to or as of the effective date of the Change of Control, unless (A) a shorter period is required to permit a timely closing of the transaction, and (B) such shorter period still offers the Participant a reasonable opportunity to exercise the award;

(vi)    make a payment in cancellation of any Options or Stock Purchase Rights in an amount equal to the excess, if any, of (A) the value of the Shares (or other property) that the Participant would have received upon exercise of the award, over (B) the exercise price payable by the Participant in connection with such award (the "Spread"). Such payment may be made, at the election of the Administrator in its sole discretion, in the form of cash, cash equivalents, securities of the Successor Corporation or other securities having a value equal to the Spread; provided, however, if the consideration received by the Company or its shareholders in the Change of Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the payment of the Spread in accordance with this Section 14(c)(vi) to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement relating to such Change of Control may be applied to such payment to the same extent and in the same manner as such provisions apply to the holders of Shares;

(vii)    terminate all Options that are not vested and all Stock Purchase Rights that remain subject to a Company repurchase right as of the effective time of the Change of Control.

(d)    Certain Distributions. In the event of any distribution to the Company's shareholders of securities of any other entity or other assets (other than dividends payable in cash or stock of the Company) without receipt of consideration by the Company, the Administrator may, in its discretion, appropriately adjust the price per Share of Common Stock covered by each outstanding Option or Stock Purchase Right to reflect the effect of such distribution.

15.    Time of Granting Options and Stock Purchase Rights.The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee's employment relationship with the Company. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

16.    Amendment and Termination of the Plan.

(a)    Authority to Amend or Terminate.The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 14) shall be made that would materially and adversely affect the rights of any Optionee or holder of Stock Purchase Rights under any outstanding grant, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(b)    Effect of Amendment or Termination.Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Options or Stock Purchase Rights already granted, unless mutually agreed otherwise between the Optionee or holder of the Stock Purchase Rights and the Administrator, which agreement must be in writing and signed by the Optionee or holder and the Company.

17.    Conditions Upon Issuance of Shares.

(a)    Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising the award to (i) represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by Applicable Laws; (ii) acknowledge that Shares are subject to restrictions set forth in the Company's amended and restated articles of incorporation or bylaws, as in effect and as amended from time to time; and (iii) become a party to certain agreements between the Company and its other shareholders, including but not limited to the Voting Agreement, containing provisions that require the holders of Shares to (A) sell their Shares on the same terms and conditions as the other shareholders of the Company in the event of a merger, consolidation or sale of stock or assets of the Company, (B) grant a proxy to the Board or a designee thereof to vote the Shares in favor of the proposed sale transaction, and (C) grant a power of attorney to the Board to follow through on the execution of any related documents. Shares issued upon exercise of awards granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as is reflected in the applicable Option Agreement or Restricted Stock Purchase Agreement.

(b)    As a condition to the receipt of Shares under the Plan, each holder thereof shall also agree that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to any Company public offerings (the Company's initial public offering, the "IPO") and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the IPO or 90 days in the case of any secondary offering that occurs within six months of the IPO) or, if required by such

underwriter, such longer period of time as is necessary to enable such underwriter to issue a research report or make a public appearance that relates to an earnings release or announcement by the Company within 18 days prior to or after the date that is one hundred 180 days after the effective date of the registration statement relating to such IPO or 90 days in the case of any secondary offering that occurs within six months of the IPO (i) lend, offer, pledge, 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 securities of the Company held immediately prior to the effectiveness of the registration statement for the IPO or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of securities of the Company or other securities, in cash or otherwise. The foregoing provisions shall not apply to the sale of any securities to an underwriter pursuant to an underwriting agreement. The underwriters in connection with the IPO are intended third party beneficiaries of this provision and shall have the right, power and authority to enforce the provisions hereof as though a party hereto. Participants further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this provision or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the securities of the Company or the Participant (and transferees and assignees thereof) until the end of such restricted period.

18.    Reservation of Shares.The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

19.    Agreements.Options and Stock Purchase Rights shall be evidenced by Option Agreements and Restricted Stock Purchase Agreements, respectively, in such form(s) as the Administrator shall from time to time approve.

20.    Shareholder Approval.If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

21.    Information and Documents to Optionees and Purchasers.Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Optionee and to each individual who acquired Shares pursuant to the Plan, during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. The Company shall not be required to provide such information if the issuance of Options or Stock Purchase Rights under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information.

22.    Awards Granted to California Residents.Options or Stock Purchase Rights granted under the Plan on any date on which the Common Stock in not a Listed Security to persons resident in California and whose grant is issued in reliance on Section 25102(o) of the California Corporate Securities Law of 1968 shall be subject to the provisions set forth in Attachment A hereto.

To the extent the provisions of the Plan, or any applicable Option Agreement or Restricted Stock Purchase Agreement, conflict with the provisions set forth on Attachment A, the provisions on Attachment Ashall govern the terms of such Options or Stock Purchase Rights, as the case may be.

[End of Plan]

Company Confirmation

This Limeade, Inc. Stock Plan was adopted by the Company's Board of Directors on March 16, 2016, amended by the Company's Board of Directors on June!2_, 2016, and approved by the shareholders of the Company on           June            30, 2016.

Signature:
Name:		Henry Albrecht
Title:		President and Chief Executive Officer
Date:	J u ne		30, 2016

ATTACHMENT A

Provisions Applicable to Participants Resident in California

Prior to the date, if ever, on which the Common Stock becomes a Listed Security and/or the Company is subject to the reporting requirements of the Exchange Act, the terms set forth herein shall apply to Options and Stock Purchase Rights issued to Participants that are residents of the State of California (each, a "California Participant"). All capitalized terms used herein but not otherwise defined shall have the respective meanings set forth in the Plan.

(i)    Termination of Continuous Service Status.The following rules shall apply to any Option in the event of termination of the Participant's Continuous Service Status:

(a)    If such termination was for reasons other than death, "disability" (as defined below), or Cause, the Participant shall have at least thirty (30) days after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the Option term as set forth in the Option Agreement.

(b)    If such termination was due to death or disability, the Participant shall have at least six (6) months after the date of such termination to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the Option term as set forth in the Option Agreement.

For the purposes of this Attachment A, "Disability" shall mean the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant's position with the Company or any Parent or Subsidiary because of the sickness or injury of the Participant.

(ii)    Financial Information.The Company shall furnish summary financial information (audited or unaudited) of the Company's financial condition and results of operations, consistent with the requirements of the Applicable Laws, at least annually to each California Participant during the period such Participant has one or more Options or Stock Purchase Rights outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such Participant owns such Shares. The Company shall not be required to provide such information if (i) the issuance is limited to key employees whose duties in connection with the Company assure their access to equivalent information or (ii) the Plan or any agreement complies with all conditions of Rule 701 of the Securities Act of 1933, as amended; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a "family member" as that term is defined in Rule 701.

Second Amendment to 2016 Stock Plan

and

Certificate of Secretary

The undersigned, the duly elected and qualified secretary of Limeade, Inc., a Washington corporation (the “Company”), certifies as follows:

1.    By unanimous written consent effective March 8, 2019, the Board of Directors subsequently approved, an amendment to Section 3 of the Company’s Amended 2016 Stock Plan as follows:

Delete the existing first sentence of Section 3 in its entirety and replace with the following:

3.    Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 3,455,179 Shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. The shares that may be issuable under Incentive Stock Options shall be limited to the above maximum number of shares reserved under the Plan. If an award should expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares that were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. In addition, any Shares of Common Stock which are retained by the Company upon exercise of an award in order to satisfy the exercise or purchase price for such award or any withholding taxes due with respect to such exercise or purchase shall be treated as not issued and shall continue to be available under the Plan. Shares issued under the Plan and later repurchased by the Company pursuant to any repurchase right which the Company may have shall be available for future grant under the Plan.

2.    By written consent in lieu of special meeting of the shareholders effective March 14, 2019, the shareholders of the Company approved the foregoing amendment.

IN WITNESS WHEREOF, this Second Amendment to the 2016 Stock Plan is executed as of the date first set forth above.

/s/ Henry Albrecht

Henry Albrecht

Secretary

EX-10.4

Exhibit 10.4

LIMEADE, INC.

2019 OMNIBUS INCENTIVE PLAN

1.    General.

1.1    Purposes. The purposes of this Plan are to attract and retain the best available personnel for the Company and its Affiliates, to provide additional incentives to such personnel and to promote the success of the business of the Company and its Affiliates. Capitalized terms not defined in the text are defined in Section 16.

1.2    Successor to the 2016 Plan. The Plan is the successor to the Company’s Amended 2016 Stock Plan, as amended from time to time (the “2016 Plan”). From and after 12:01 a.m. Australian Eastern Daylight Time on the Effective Date, no additional awards may be granted under the 2016 Plan. All outstanding awards granted under the 2016 Plan and the Company Amended and Restated 2006 Stock Plan, as amended from time to time, will remain subject to the terms of the relevant Prior Plan.

1.3    Available Grants. The Plan provides for the grant of the following Grants: (a) Incentive Stock Options, (b) Nonstatutory Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock Grants, (e) Restricted Stock Unit Grants, (f) Performance Grants, and (g) Other Grants.

2.    Shares Subject to the Plan.

2.1    Number of Shares Available. Subject to any Capitalization Adjustment (as defined in Section 2.5) and the automatic increase in Section 2.2 and any other applicable provisions in the Plan, the total number of Shares reserved and available for issuance pursuant to this Plan will not exceed 46,822,211 Shares (the “Share Reserve”).

2.2    Automatic Share Reserve Increase. The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten years, commencing on January 1, 2021 and ending on (and including) January 1, 2029 by the lesser of (a) 1% of the total number of the shares of Common Stock outstanding on December 31st of the immediately preceding calendar year, and (b) such number of Shares determined by the Board.

2.3    Share Recycling. Following the Effective Date, any Shares subject to an outstanding Grant or any portion thereof granted under the Plan will be returned to the Share Reserve and will be available for issuance in connection with subsequent Grants under this Plan to the extent such outstanding Grant or grant or Shares underlying such Grant or grant: (a) are cancelled, forfeited, or settled in cash; (b) are used to pay the Exercise Price of such Grant (or grant) or any Tax-Related Items arising in connection with vesting, exercise or settlement of such Grant (or grant); (c) are surrendered pursuant to an Exchange Program; (d) expire by their terms at any time; or (e) are reacquired by the Company pursuant to a forfeiture provision or repurchase right by the Company (“Returning Shares”). Accordingly, the Share Reserve is a limitation on the number of Shares that may be issued pursuant to the Plan and does not limit the granting of Grants, since Returning Shares can be granted subject to Grants more than once.

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Shares subject to Substitute Grants (as defined in Section 13.2) will not be deducted from the Share Reserve; provided that (i) Substitute Grants issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option Limit, and (ii) Shares subject to any Substitute Grant may not be returned to the Share Reserve as Returning Shares.

2.4    Incentive Stock Option Limit. Subject to the provisions relating to Capitalization Adjustments, the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options is 46,822,211 Shares (the “Incentive Stock Option Limit”).

2.5    Adjustment of Shares. After the Adoption Date, if the number of outstanding Shares is changed or the value of the Shares is otherwise affected by a stock dividend, extraordinary dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend) recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off or similar change in the capital structure of the Company or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto), without consideration (a “Capitalization Adjustment”), then (a) the maximum number and class of Shares or type of security reserved for issuance and future grant from the Share Reserve set forth in Section 2.1, including Returning Shares, (b) the Exercise Price, Purchase Price, and number and class of Shares or type of security subject to outstanding Grants, and (c) the number and class of Shares subject to the Incentive Stock Option Limit set forth in Section 2.4, will be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with Applicable Laws; provided that fractions of a Share will not be issued.

2.6    Source of Shares; Use of Proceeds. The Shares issuable under the Plan will be authorized but unissued or forfeited shares, treasury shares or shares reacquired by the Company in any manner. At all times the Company will reserve and keep available a sufficient number of Shares as are reasonably required to satisfy the requirements of all Grants granted and outstanding under this Plan. Proceeds from the sale of Shares pursuant to Grants will constitute general funds of the Company.

3.    Eligibility.

3.1    General. Incentive Stock Options may be granted only to Employees of the Company, its Parent and any Subsidiary. All other Grants may be granted to Employees, Consultants and Directors, provided such Consultants and Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

3.2    Limitation on Grants to Non-Employee Directors. The maximum number of Shares subject to Grants (and the amount of cash subject to cash-settled Grants) granted under the Plan or otherwise during any one calendar year to any Non-Employee Director for service on the Board, taken together with any cash fees paid by the Company to such Non-Employee Director during such calendar year for service on the Board, will not exceed U.S. $650,000 in

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total value (calculating the value of any such Grants based on the grant date fair value of such Grants for financial reporting purposes).

4.    Options and Stock Appreciation Rights.

Each Option or Stock Appreciation Right will be in such form and will contain such terms and conditions as the Committee deems appropriate. Each Stock Appreciation Right will be denominated in Share equivalents. The provisions of separate Options or Stock Appreciation Rights need not be identical; provided, however, that each Grant Agreement will conform (through incorporation of provisions hereof by reference in the applicable Grant Agreement or otherwise) to the substance of each of the following provisions.

4.1    Type of Option Grant. All Options will be separately designated as Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for Shares purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under Applicable Law, then the Option (or portion thereof) will be a Nonstatutory Stock Option.

4.2    Exercise Period; Term. Options and Stock Appreciation Rights may be exercisable within the times or upon the events determined by the Committee and as set forth in the Grant Agreement governing such Grant. No Option or Stock Appreciation Right will be exercisable after the expiration of ten (10) years from the date the Option or Stock Appreciation Right is granted, or such shorter period specified in the Grant Agreement. In addition, in the case of an Incentive Stock Option granted to a person who, at the time the Incentive Stock Option is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Holder”), such Option may not be exercisable after the expiration of five (5) years from the date the Incentive Stock Option is granted. The Committee also may provide for Options or Stock Appreciation Rights to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

4.3    Exercise Price. The Exercise Price of an Option or Stock Appreciation Right will be such price as is determined by the Committee and set forth in the Grant Agreement; provided that (a) in the case of an Incentive Stock Option (i) granted to a Ten Percent Holder, the Exercise Price will be no less than one hundred ten percent (110%) of the Fair Market Value on the date of grant and (ii) granted to any other Employee, the Exercise Price will be no less than one hundred percent (100%) of the Fair Market Value on the date of grant, and (b) in the case of a Nonstatutory Stock Option or Stock Appreciation Right, the Exercise Price will be such price as is determined by the Committee, provided that, if the Exercise Price is less than one hundred percent (100%) of the Fair Market Value on the date of grant, it will otherwise comply with all Applicable Laws, including Section 409A of the Code. Notwithstanding the foregoing, an Option or Stock Appreciation Right may be granted with an Exercise Price lower than one hundred percent (100%) of the Fair Market Value in connection with an assumption of or substitution for another award as provided in Section 13.2 of the Plan.

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4.4    Method of Exercise. An Option or Stock Appreciation Right will be deemed exercised only when the Company receives: (a) notice of exercise (in such form as the Plan Administrator may specify from time to time, including via electronic execution through an authorized third-party administrator) from the person entitled to exercise the Option or Stock Appreciation Right; (b) in the case of an Option, full payment of the applicable Exercise Price in accordance with Section 9 of the Plan and the applicable Grant Agreement, and (c) payment of applicable Tax Related Items, as determined by the Plan Administrator. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except in connection with a Capitalization Adjustment. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

4.5    Settlement of a Stock Appreciation Right. Upon exercise of a Stock Appreciation Right, a Grantee will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Committee, the payment from the Company for the Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

4.6    Post-Termination Exercise Period. Unless explicitly provided otherwise in a Grantee’s Grant Agreement, if a Grantee’s Continuous Service Status is terminated, the Grantee (or his or her legal representative, in the case of death) may exercise his or her Option or Stock Appreciation Right (to the extent such Grant was exercisable on the termination date) within the following period of time following the termination of the Grantee’s Continuous Service Status:

(a)    three (3) months following a termination of a Grantee’s Continuous Service Status by the Company without Cause or by the Grantee for any reason (other than due to death or Disability);

(b)    six (6) months following a termination due to the Grantee’s Disability;

(c)    twelve (12) months following a termination due to the Grantee’s death; and

(d)    twelve (12) months following the Grantee’s death, if such death occurs following the date of such termination but during the period such Grant is otherwise exercisable (as provided in clauses (a) or (b) above).

Following the termination date, to the extent the Grantee does not exercise such Grant within the applicable post-termination exercise period (or, if earlier, prior to the expiration of the maximum term of such Grant), such unexercised portion of the Grant will terminate, and the Grantee will have no further right, title or interest in the terminated Grant.

4.7    Termination for Cause. If a Grantee’s Continuous Service Status is terminated for Cause, the Grantee’s Options or Stock Appreciation Rights will terminate and be forfeited

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immediately upon such Grantee’s termination of Continuous Service Status, and the Grantee will be prohibited from exercising any portion (including any vested portion) of such Grants on and after the date of such termination of Continuous Service Status. If a Grantee’s Continuous Service Status is suspended pending an investigation of whether the Grantee’s Continuous Service Status will be terminated for Cause, all of the Grantee’s rights under any Option or Stock Appreciation Right, including the right to exercise such Grants, shall be suspended during the investigation period.

4.8    Automatic Extension of Termination Date. Except as otherwise provided in the Grant Agreement, if a Grantee’s Continuous Service Status terminates for any reason other than for Cause and, at any time during the last thirty (30) days of the applicable post-termination exercise period: (i) the exercise of the Grantee’s Option or Stock Appreciation Right would be prohibited solely because the issuance of Shares upon such exercise would violate Applicable Law, or (ii) the immediate sale of any Shares issued upon such exercise would violate the Trading Policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that commences following the date the Grant would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions; provided, however, that in no event may such Grant be exercised after the expiration of its maximum term.

4.9    Non-Exempt Employees. If an Option or Stock Appreciation Right is granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, the Option or Stock Appreciation Right will not be first exercisable for any Shares until at least six months following the date of grant of the Option or Stock Appreciation Right (although the Grant may vest prior to such date). Notwithstanding the foregoing, in accordance with the provisions of the U.S. Worker Economic Opportunity Act, any vested portion of such Grant may be exercised earlier than six months following the date of grant of such Grant in the event of (i) such Grantee’s death or Disability, (ii) a Change in Control in which such Grant is not assumed, continued or substituted, or (iii) such Grantee’s retirement (as such term may be defined in the Grant Agreement or another applicable agreement or, in the absence of any such definition, in accordance with the Company’s then current employment policies and guidelines). The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or Stock Appreciation Right will be exempt from his or her regular rate of pay.

4.10    Limitations on Exercise. Options and Stock Appreciation Rights may be exercised only with respect to whole Shares. The Plan Administrator may also specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option or Stock Appreciation Right, provided that such minimum number will not prevent Grantee from exercising the Option or Stock Appreciation Right for the full number of Shares for which it is then exercisable. The Committee may, or may authorize the Plan Administrator to, prohibit the exercise of any Option or Stock Appreciation Right during a period of up to thirty (30) days prior to the consummation of any pending Capitalization Adjustment or Change in Control, or any

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other change affecting the Shares or the Fair Market Value, for reasons of administrative convenience.

4.11    Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Grantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company) exceeds One Hundred Thousand U.S. Dollars (U.S. $100,000), such excess Options will be treated as Nonstatutory Stock Options. For this purpose, Incentive Stock Options will be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option will be determined as of the date of the grant of such Option.

4.12    Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options or Stock Appreciation Rights, and authorize the grant of new Options or Stock Appreciation Rights in substitution therefor, including in connection with an Exchange Program. Any such action may not, without the written consent of a Grantee, materially impair any of such Grantee’s rights under any Grant previously granted, except that the Committee may reduce the Exercise Price of an outstanding Option or Stock Appreciation Right without the consent of a Grantee by a written notice (notwithstanding any adverse tax consequences to the Grantee arising from the repricing); provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price. Any outstanding Incentive Stock Option that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code.

5.    Restricted Stock Grants.

A Restricted Stock Grant is an offer by the Company to sell or issue (with no payment required, unless explicitly provided otherwise in a Grantee’s Grant Agreement) Shares to a Grantee that are subject to certain specified restrictions (“Restricted Stock”). Each Restricted Stock Grant will be in such form and will contain such terms and conditions as the Committee will deem appropriate. The terms and conditions of Restricted Stock Grants may change from time to time, and the terms and conditions of separate Grant Agreements need not be identical, but each Grant Agreement will conform to (through incorporation of the provisions hereof by reference in the applicable Grant Agreement or otherwise) the substance of each of the following provisions.

5.1    Acceptance Procedures. Except as otherwise provided in a Grant Agreement, a Restricted Stock Grant will be accepted by the Grantee’s execution and delivery of the Grant Agreement and full payment of the Purchase Price for the Shares to the Company (if applicable) within thirty (30) days from the date the Grant Agreement is delivered to the Grantee. If the Grantee does not execute and deliver the Grant Agreement along with full payment for the Shares (if applicable) to the Company within such thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee.

5.2    Purchase Price. The Purchase Price for Shares issued pursuant to a Restricted Stock Grant, if any, will be determined by the Committee on the date the Restricted Stock Grant is granted and, if permitted by Applicable Law, no cash consideration will be required in

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connection with the payment for the Purchase Price where the Committee provides that payment shall be in the form of services previously rendered. Payment of the Purchase Price shall be made in accordance with Section 9 of the Plan and the applicable Grant Agreement.

5.3    Dividends and Other Distributions. Grantees holding Restricted Stock Grants will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Committee provides otherwise at the time the Grant is granted. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Restricted Stock Grants with respect to which they were paid.

6.    Restricted Stock Unit Grants.

A RSU Grant is a Grant covering a number of Shares that may be settled in cash, or by issuance of those Shares at a date in the future. Each RSU Grant will be in such form and will contain such terms and conditions as the Committee will deem appropriate. The terms and conditions of RSU Grants may change from time to time, and the terms and conditions of separate Grant Agreements need not be identical, but each RSU Grant will conform to (through incorporation of the provisions hereof by reference in the Grant Agreement or otherwise) the substance of each of the following provisions.

6.1    Purchase Price. Unless otherwise determined by the Committee, no Purchase Price shall apply to a RSU settled in Shares. Payment of a Purchase Price, if any, shall be made in accordance with Section 9 of the Plan and the applicable Grant Agreement.

6.2    Form and Timing of Settlement. Payment of vested RSUs shall be made as soon as practicable after the date(s) determined by the Committee and set forth in the Grant Agreement. The Committee, in its sole discretion, may settle vested RSUs in cash, Shares, or a combination of both.

6.3    Dividend Equivalent Rights. The Committee may permit Grantees holding RSUs to receive Dividend Equivalent Rights on outstanding RSUs if and when dividends are paid to shareholders on Shares. In the discretion of the Committee, such Dividend Equivalent Rights may be paid in cash or Shares, and may either be paid at the same time as dividend payments are made to shareholders or delayed until Shares are issued pursuant to the underlying RSUs, and may be subject to the same vesting or performance requirements as the RSUs. If the Committee permits Dividend Equivalent Rights to be made on RSUs, the terms and conditions for such Dividend Equivalent Rights will be set forth in the applicable Grant Agreement.

7.    Performance Grants.

7.1    Types of Performance Grants. A Performance Grant is a Grant that may be granted, may vest or may become eligible to vest contingent upon the attainment during a Performance Period of certain Performance Goals. Performance Grants may be granted as Options, Stock Appreciation Rights, Restricted Stock, RSUs or Other Grants, including cash-based Grants.

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7.2    Terms of Performance Grants. Performance Grants will be based on the attainment of Performance Goals that are established by the Committee for the relevant Performance Period. Prior to the grant of any Performance Grant, the Committee will determine and each Grant Agreement shall set forth the terms of each Performance Grant, including, without limitation: (a) the nature, length and starting date of any Performance Period; (b) the Performance Criteria and Performance Goals that shall be used to determine the time and extent to which a Performance Grant has been earned; (c) amount of any cash bonus, or the number of Shares deemed subject to a Performance Grant, and (d) the effect of a termination of Grantee’s Continuous Service Status on a Performance Grant. Grantees may participate simultaneously with respect to Performance Grants that are subject to different Performance Periods and Performance Goals. A Performance Grant may but need not require the Grantee’s completion of a specified period of service.

7.3    Determination of Achievement. The Committee shall determine the extent to which a Performance Grant has been earned in its sole discretion, including the manner of calculating the Performance Criteria and the measure of whether and to what degree such Performance Goals have been attained. The Committee may reduce or waive any criteria with respect to a Performance Goal, or adjust a Performance Goal (or method of calculating the attainment of a Performance Goal) to take into account unanticipated events, including changes in law and accounting or tax rules, as the Committee deems necessary or appropriate, or to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships. The Committee may also adjust or eliminate the compensation or economic benefit due upon attainment of Performance Goals in its sole discretion, subject to any limitations contained in the Grant Agreement and compliance with Applicable Law.

8.    Other Grants.

Other forms of Grants valued in whole or in part by reference to, or otherwise based on, Shares, including the appreciation in value thereof (e.g., options or stock rights with an Exercise Price or strike price less than 100% of the Fair Market Value of the Shares at the time of grant) may be granted either alone or in addition to other Grants provided for in the Plan. Subject to the provisions of the Plan and Applicable Law, the Committee may determine the persons to whom and the time or times at which such Other Grants will be granted, the number of Shares (or the cash equivalent thereof) to be granted pursuant to such Other Grants and all other terms and conditions of such Other Grants.

9.    Payment for Purchases and Exercises.

Payment from a Grantee for Shares acquired pursuant to this Plan may be made in cash or cash equivalents or, where approved for the Grantee by the Committee and where permitted by Applicable Law (and to the extent not otherwise set forth in the applicable Grant Agreement):

(a)    by cancellation of indebtedness of the Company owed to the Grantee;

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(b)    by surrender of Shares held by the Grantee that are clear of all liens, claims, encumbrances or security interests and that have a Fair Market Value on the date of surrender equal to the aggregate payment required;

(c)    by waiver of compensation due or accrued to the Grantee for services rendered or to be rendered to the Company or an Affiliate;

(d)    by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Plan Administrator in connection with the Plan;

(e)    by any combination of the foregoing; or

(f)    by any other method of payment as is permitted by Applicable Law.

The Committee or the Plan Administrator may limit the availability of any method of payment, to the extent the Committee or the Plan Administrator determines, in its discretion, that such limitation is necessary or advisable to comply with Applicable Law or facilitate the administration of the Plan. Payment of any Purchase Price or Exercise Price shall be made in accordance with any procedures established by the Plan Administrator.

10.    Taxes.

10.1    Responsibility for Taxes. Regardless of any action taken by the Company or any Affiliate, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee, including any employer liability for which the Grantee is liable (the “Tax-Related Items”) is the Grantee’s responsibility and may exceed the amount, if any, withheld by the Company or an Affiliate. If the Grantee is subject to Tax-Related Items in more than one jurisdiction, the Company or an Affiliate may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

10.2    Withholding Methods. Unless otherwise provided in the Grantee’s Grant Agreement, the Committee, or its delegate(s), as permitted by Applicable Law, in its sole discretion and pursuant to such procedures as it may specify from time to time and subject to limitations of Applicable Law, may require or permit a Grantee to satisfy any applicable withholding obligations for Tax-Related Items, in whole or in part by (without limitation) (a) requiring the Grantee to make a cash payment, (b) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company or any Affiliate; (c) withholding from the Shares otherwise issuable pursuant to a Grant; (d) permitting the Grantee to deliver to the Company already-owned Shares or (e) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to a Grant either through a voluntary sale or through a mandatory sale arranged by the Company. By adoption of the Plan, the Committee delegates to the Plan Administrator the authority to adopt policies and procedures, in consultation with the Company’s tax accountants and legal advisors, to determine the Fair Market Value of the Shares solely for purposes of withholding and reporting Tax-Related Items related to Grants granted under the Plan.

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10.3    Withholding Tax Rates. The Company or an Affiliate may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including up to the maximum applicable rate in the Grantee’s jurisdiction. If the obligation for Tax-Related Items is satisfied by withholding a number of Shares, for tax purposes, a Grantee is deemed to have been issued the full number of Shares, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items. In the event the Company withholds less than it is obligated to withhold in connection with a Grant, the Grantee will indemnify and hold the Company harmless from any liability for Tax-Related Items.

11.    Restrictions on Grants and Shares.

11.1    Transferability of Grants. Except as expressly provided in the Plan or an applicable Grant Agreement, or otherwise determined by the Committee or the Plan Administrator, Grants granted under the Plan will not be transferable or assignable by the Grantee, other than by will or by the laws of descent and distribution. Any Options, Stock Appreciation Rights or Other Grants that are exercisable may only be exercised: (a) during the Grantee’s lifetime only by (i) the Grantee, or (ii) the Grantee’s guardian or legal representative;

(b) after the Grantee’s death, by the legal representative of the Grantee’s heirs or legatees. The Committee or the Plan Administrator may permit transfer of Grants in a manner that is not prohibited by Applicable Law.

11.2    Shareholder Rights; Deposit of Shares for CDIs. No Grantee will have any of the rights of a shareholder with respect to any Shares until the Shares are issued to the Grantee, except for any Dividend Equivalent Rights permitted by an applicable Grant Agreement. After Shares are issued to the Grantee, the Grantee will be a shareholder and have all the rights of a shareholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares, subject to any repurchase or forfeiture provisions in any Restricted Stock Grant, the terms of the Trading Policy, and Applicable Law. The Grantee shall not be permitted to deposit any unvested Shares with CHESS Depositary Nominees Pty Limited (or any successor) (“CDN”) in exchange for the issuance of CHESS Depositary Interests (or any successor securities) relating thereto (“CDIs”). The applicable Grant Agreement may also restrict the ability of the Grantee to deposit any vested Shares with CDN in exchange for the issuance of CDIs relating thereto. Subject to applicable laws, the Company may agree to permit any of the foregoing in this paragraph in its absolute discretion. In the event the Grantee is permitted to, and does duly, deposit his or her vested Shares with CDN and is issued CDIs in exchange therefor, the Grantee will cease having legal ownership to such vested Shares and will have only those rights specifically applicable to holders of CDIs. Nothing in this Plan shall be construed as a guarantee that the Grantee will be able to exchange any Shares for CDIs in the future or will be able to sell, transfer or otherwise dispose of any such CDIs.

11.3    Escrow; Pledge of Shares. To enforce any restrictions on a Grantee’s Shares, the Committee may require the Grantee to deposit all physical or electronic certificate(s) representing Shares, together with stock powers or other instruments of transfer approved by the

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Plan Administrator, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Plan Administrator may cause a legend or legends referencing such restrictions to be placed on the certificate(s). Any Grantee who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan may be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Grantee’s obligation to the Company under the promissory note.

11.4    Exchange and Buyout of Grants. Without prior shareholder approval, the Committee may conduct an Exchange Program, subject to consent of an affected Grantee (unless not required in connection with a repricing pursuant to Section 4.12 of the Plan, or under the terms of a Grant Agreement) and compliance with Applicable Law.

11.5    Conditions Upon Issuance of Shares; Securities Matters. The Company will be under no obligation to affect the registration pursuant to the Securities Act of any Shares to be issued hereunder or to effect similar compliance under any state, local or non-U.S. laws.

Notwithstanding any other provision of the Plan or any Grant Agreement, the Company will not be obligated, and will have no liability for failure, to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. The Plan Administrator may require, as a condition to the issuance of Shares pursuant to the terms hereof, that the recipient of such Shares make such covenants, agreements and representations, and that any related certificates representing such Shares bear such legends, as the Plan Administrator, in its sole discretion, deems necessary or desirable. The exercise or settlement of any Grant granted hereunder will only be effective at such time as counsel to the Company shall have determined that the issuance and delivery of Shares pursuant to such exercise or settlement is in compliance with all Applicable Laws. The Company may, in its sole discretion, defer the effectiveness of any exercise or settlement of a Grant granted hereunder in order to allow the issuance of Shares pursuant thereto to be made pursuant to registration or an exemption from registration or other methods for compliance available under U.S. federal, state, local or non-U.S. securities laws. The Company will inform the Grantee in writing of its decision to defer the effectiveness of the exercise or settlement of a Grant granted hereunder. During the period that the effectiveness of the exercise of a Grant has been deferred, the Grantee may, by written notice, withdraw such exercise and obtain the refund of any amount paid with respect thereto.

11.6    Clawback/Recovery Policy. All Grants granted under the Plan will be subject to clawback or recoupment under any clawback or recoupment policy adopted by the Board or the Committee or required by Applicable Law during the term of Grantee’s employment or other service with the Company that is applicable to Officers, Employees, Directors or other service providers of the Company. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in a Grant Agreement as the Committee determines necessary or appropriate. No recovery of compensation under such a clawback or recoupment policy will be an event giving rise to a right to voluntarily terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar term under any plan or agreement with the Company.

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12.    General Provisions Applicable to Grants.

12.1    Vesting. The total number of Shares subject to a Grant may vest in periodic installments that may or may not be equal. The Committee may impose such restrictions on or conditions to the vesting and/or exercisability of a Grant as determined by the Committee, and which may vary.

12.2    Termination of Continuous Service Status. Except as otherwise provided in the applicable Grant Agreement or as determined by the Committee, if a Grantee’s Continuous Service Status terminates for any reason, vesting of a Grant will cease and such portion of a Grant that has not vested will be forfeited, and the Grantee will have no further right, title or interest in any then-unvested portion of the Grant. In addition, the Company may receive through a forfeiture condition or a repurchase right any or all of the Shares held by the Grantee under a Restricted Stock Grant that have not vested as of the date of such termination, subject to the terms of the applicable Grant Agreement.

12.3    No Employment or Other Service Rights. Nothing in this Plan or any Grant granted under this Plan will confer or be deemed to confer on any Grantee any right to continue in the employ of, or to continue any other relationship with, the Company or an Affiliate or limit in any way the right of the Company or an Affiliate to terminate Grantee’s employment or other relationship at any time. Furthermore, to the extent the Company is not the employer of a Grantee, the grant of a Grant will not establish or amend an employment or other service relationship between the Company and the Grantee. Nothing in the Plan or any Grant will constitute any promise or commitment by the Company or an Affiliate regarding future work assignments, future compensation or any other term or condition of employment or service.

12.4    Effect on Other Employee Benefit Plans. The value of and income from any Grant granted under the Plan, as determined upon grant, vesting or settlement, shall not be included as compensation, earnings, salaries, or other similar terms used when calculating any Grantee’s benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

12.5    Leaves of Absence. To the extent permitted by Applicable Law, the Committee or the Plan Administrator, in that party’s sole discretion, may determine whether Continuous Service Status will be considered interrupted in the case of any leave of absence. Continuous Service Status as an Employee for purposes of Incentive Stock Options shall not be considered interrupted or terminated in the case of: (a) Company approved sick leave; (b) military leave; (c) any other bona fide leave of absence approved by the Company, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute, or unless provided otherwise pursuant to a written Company policy. In the case of an approved leave of absence, the Plan Administrator may make such provisions respecting suspension of vesting and crediting of service (including pursuant to a formal policy adopted from time to time by the Company) as it may deem appropriate, except that in no event may an Option or Stock Appreciation Right be exercised after the expiration of the term set forth in the Grant Agreement.

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12.6    Change in Time Commitment. In the event a Grantee’s regular level of time commitment in the performance of his or her services for the Company or any Affiliates is reduced (for example, and without limitation, if the Grantee is an Employee of the Company and the Employee has a change in status from full-time to part-time or takes an extended leave of absence) after the date of grant of any Grant, the Committee or the Plan Administrator, in that party’s sole discretion, may (x) make a corresponding reduction in the number of Shares or cash amount subject to any portion of such Grant that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting schedule applicable to such Grant (in accordance with Section 409A of the Code, as applicable). In the event of any such reduction, the Grantee will have no right with respect to any portion of the Grant that is so amended.

12.7    Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto), filed publicly on the register of the Australian Securities and Investments Commission at www.asic.gov.au (or any successor website thereto), released on the ASX Market Announcements Platform at www.asx.com.au(or any successor website thereto), or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Grantee has access).

12.8    Deferrals. To the extent permitted by Applicable Law, the Committee, in its sole discretion, may determine that the delivery of Shares or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Grant may be deferred and may establish programs and procedures for deferral elections to be made by Grantees. Deferrals by Grantees will be made in accordance with Section 409A of the Code, if applicable, and any other Applicable Law.

12.9    Compliance with Section 409A of the Code. Unless otherwise expressly provided in a Grant Agreement, the Plan and Grant Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Grants granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Committee determines that any Grant granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Grant Agreement evidencing such Grant will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent a Grant Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Grant Agreement. To the extent that any amount constituting deferred compensation under Section 409A of the Code would become payable under this Plan by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Code Section 409A. If a Grantee holding a Grant that constitutes deferred compensation under Section 409A of the Code is a specified employee within the meaning of Section 409A of the Code, no distribution or payment of any amount that is payable because of a separation from service (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or

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paid before the date that is six months following the date of such Grantee’s separation from service or, if earlier, the date of the Grantee’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule. Each payment payable under a Grant Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). In no event will any Grantee have a right to payment or reimbursement or otherwise from the Company or its Affiliates, or their successors or assigns, for any taxes imposed or other costs incurred as a result of Section 409A of the Code.

12.10    Execution of Additional Documents. The Company may require a Grantee to execute any additional documents or instruments necessary or desirable, as determined by the Plan Administrator, to carry out the purposes or intent of the Grant, or facilitate compliance with securities, tax and/or other regulatory requirements, at the Plan Administrator’s request.

13.    Other Corporate Events.

13.1    Change in Control. In the event that the Company is subject to a Change in Control, outstanding Grants acquired under the Plan shall be subject to the agreement evidencing the Change in Control, which need not treat all outstanding Grants in an identical manner. Such agreement, without the Grantee’s consent, shall provide for one or more of the following with respect to all outstanding Grants as of the effective date of such Change in Control:

(a)    The continuation of an outstanding Grant by the Company (if the Company is the successor entity).

(b)    The assumption of an outstanding Grant by the successor or acquiring entity (if any) of such Change in Control (or by its parents, if any), which assumption, will be binding on all selected Grantees; provided that the Exercise Price and the number and nature of shares issuable upon exercise of any Option or Stock Appreciation Right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.

(c)    The substitution by the successor or acquiring entity in such Change in Control (or by its parents, if any) of equivalent awards with substantially the same terms for such outstanding Grants (except that the Exercise Price and the number and nature of shares issuable upon exercise of any Option or Stock Appreciation Right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).

(d)    The full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Grant and lapse of the Company’s right to repurchase or re-acquire shares acquired under a Grant or lapse of forfeiture rights with respect to shares acquired under a Grant.

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(e)    The settlement of such outstanding Grant (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount provided in the definitive agreement evidencing the Change in Control, followed by the cancellation of such Grants; provided however, that such Grant may be cancelled without consideration if such Grant has no value, as determined by the Committee in its sole discretion. Subject to compliance with Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Grant would have become exercisable or vested. Such payment may be subject to vesting based on the Grantee’s Continuous Service Status, provided that the vesting schedule shall not be less favorable to the Grantee than the schedule under which the Grant would have become vested or exercisable. For purposes of this paragraph, the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

(f)    The cancellation of outstanding Grants in exchange for no consideration.

The Board shall have full power and authority to assign the Company’s right to repurchase or re- acquire or forfeiture rights to such successor or acquiring corporation. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Grants, as provided above, pursuant to a Change in Control, the Committee will notify the Grantee in writing or electronically that such Grant will be exercisable (to the extent vested and exercisable pursuant to its terms) for a period of time determined by the Committee in its sole discretion, and such Grant will terminate upon the expiration of such period.

13.2    Assumption of Grants by the Company. The Company, from time to time, may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting a Grant under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to a Grant granted under this Plan (a “Substitute Grant”). Such substitution or assumption will be permissible if the holder of the Substitute Grant would have been eligible to be granted a Grant under this Plan if the other company had applied the rules of this Plan to such grant. The Exercise Price and the number and nature of Shares issuable upon exercise or settlement of any such Substitute Grant will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.

14.    Administration.

14.1    Committee Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and any charter adopted by the Board governing the actions of the Committee, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to:

(a)    construe and interpret this Plan, any Grant Agreement and any other agreement or document executed pursuant to this Plan;

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(b)    prescribe, amend, expand, modify and rescind or terminate rules and regulations relating to this Plan or any Grant;

(c)    approve persons to receive Grants;

(d)    determine the form, terms and conditions of Grants;

(e)    determine the number of Shares or other consideration subject to Grants;

(f)    determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g)    determine whether Grants will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Grants under this Plan or awards under any other incentive or compensation plan of the Company or any Affiliate;

(h)    grant waivers of any conditions of this Plan or any Grant;

(i)    determine the vesting, exercisability and payment of Grants;

(j)    correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Grant or any Grant Agreement;

(k)    determine whether a Grant has been earned or has vested and whether, and upon what conditions, a Grant of Shares (or Shares issuable upon exercise of a Grant) may be deposited with CDN in exchange for CDIs;

(l)    determine the terms and conditions of any, and to institute any Exchange Program;

(m)    adopt or revise rules and/or procedures (including the adoption or revision of any subplan under this Plan) relating to the operation and administration of the Plan to facilitate compliance with requirements of local law and procedures outside the United States, (provided that Board approval will not be necessary for immaterial modifications to the Plan or any Grant Agreement made to ensure or facilitate compliance with the laws or regulations of the relevant foreign jurisdiction);

(n)    delegate any of the foregoing to one or more Officers pursuant to a specific delegation as permitted by the terms of the Plan and Applicable Law; and

(o)    make all other determinations necessary or advisable in connection with the administration of this Plan.

14.2    Indemnification. To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company or an Affiliate of the Company, if applicable), or of the Board, as applicable, shall be indemnified and held harmless by the

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Company against and from (i) any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or pursuant to the terms and conditions of any Grant except for actions taken in bad faith or failures to act in good faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit or proceeding against him or her; provided that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, by contract, as a matter of law or otherwise, or under any other power that the Company may have to indemnify or hold harmless each such person.

14.3    Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Grant shall be made in its sole discretion at the time of grant of the Grant or, unless in contravention of any express term of the Plan or Grant, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Grant under the Plan. Any dispute regarding the interpretation of the Plan or any Grant Agreement shall be submitted by the Grantee or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and the Grantee. The Committee may delegate to the Plan Administrator or one or more Officers the authority to review and resolve disputes with respect to Grants held by Grantees who are not Insiders, and such resolution shall be final and binding on the Company and the Grantee.

14.4    Section 16 of the Exchange Act. Grants granted to Grantees who are subject to Section 16 of the Exchange Act must be approved by a committee of the Board that at all times consists solely of two or more Non-Employee Directors. Nothing herein shall create an inference that a Grant is not validly granted under the Plan in the event Grants are not granted under the Plan by a committee of the Board that does not at all times consist solely of two or more Non- Employee Directors.

14.5    Plan Administrator. The Committee may appoint a Plan Administrator, who will have the authority to administer the day-to-day operations of the Plan and to make certain ministerial decisions without Committee approval as provided in the Plan or pursuant to resolutions adopted by the Committee. The Plan Administrator may not grant Grants.

14.6    Failure to Comply. In addition to the remedies of the Company elsewhere provided for herein, failure by a Grantee to comply with any of the terms and conditions of the Plan or any Grant Agreement, unless such failure is remedied by such Grantee within ten (10) days after having been notified of such failure by the Plan Administrator, shall be grounds for the cancellation and forfeiture of such Grant, in whole or in part, as the Committee, in its sole discretion, may determine.

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14.7    Foreign Grant Recipients. Notwithstanding any provision of the Plan to the contrary, in order to facilitate compliance with the Applicable Laws and practices in other countries in which the Company and its Affiliates operate or have Employees or other persons eligible for Grants, the Committee, in its sole discretion, will have the power and authority to: (a) determine which Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals who provide services to the Company or an Affiliate under an agreement with a foreign nation or agency; (c) modify the terms and conditions of any Grant granted to individuals outside the United States or foreign nationals to comply with Applicable Laws or foreign policies, customs and practices; (d) establish sub-plans, modify exercise procedures and adopt other rules and/or procedures relating to the operation and administration of the Plan in jurisdictions other than the United States (including to qualify Grants for special tax treatment under laws of jurisdictions other than the United States); provided, however, that no such sub-plans and/or modifications will increase the share limitations contained in Section 2.1; and (e) take any action, before or after a Grant is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Grants will be granted, that would violate any Applicable Law in the United States.

14.8    Non-Exclusivity of the Plan. Neither the adoption of this Plan by the Board, the submission of this Plan to the shareholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and other equity awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

14.9    Severability. If all or any part of this Plan or a Grant Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid will, if possible, be construed in a manner that will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

14.10    Corporate Action Constituting Grant of Grants. Corporate action constituting a grant by the Company of a Grant to any Grantee will be deemed completed as of the date of such corporate action, unless otherwise determined by the Plan Administrator, regardless of when the instrument, certificate, or letter evidencing the Grant is communicated to, or actually received or accepted by, the Grantee. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the Grant contain terms (e.g., Exercise Price, Purchase Price, vesting schedule or number of Shares) that are inconsistent with those in the Grant Agreement or related grant documents as a result of a clerical error in the preparation of the Grant Agreement or related grant documentation, the corporate records will control, and the Grantee will have no legally binding right to the incorrect term in the Grant Agreement or related grant documentation.

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14.11    Expenses and Receipts. The expenses of the Plan will be paid by the Company. Any proceeds received by the Company in connection with any Grant will be used for general corporate purposes.

14.12    Governing Law. This Plan and all Grants granted hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to that body of laws pertaining to conflict of laws.

14.13    Headings. The headings in this Plan are included solely for convenience of reference and if there is any conflict between such headings and the text of this Plan, the text shall control.

15.    Effectiveness, Amendment and Termination of the Plan.

15.1    Adoption and Shareholder Approval. The Plan will come into existence on the date the Plan is adopted by the Board (the “Adoption Date”); provided, however, no Grant may be granted prior to the Effective Date. In addition, no Option or Stock Appreciation Right may be exercised, and no other type of Grant may be granted, unless and until the Plan has been approved by the shareholders of the Company, which approval will be within twelve (12) months after the Adoption Date.

15.2    Amendment of the Plan. The Committee may amend the Plan in any respect the Committee deems necessary or advisable, subject to the limitations of Applicable Law and this section. If required by Applicable Law, the Company will seek shareholder approval of any amendment of the Plan that (a) materially increases the number of Shares available for issuance under the Plan (excluding any Capitalization Adjustment), (b) materially expands the class of individuals eligible to receive Grants under the Plan, (c) materially increases the benefits accruing to Grantees under the Plan, (d) materially reduces the price at which Shares may be issued or purchased under the Plan, (e) materially extends the term of the Plan, (f) materially expands the types of Grants available for issuance under the Plan, or (g) as otherwise required by Applicable Law.

15.3    Suspension or Termination of the Plan. The Plan shall terminate automatically on the tenth (10th) anniversary of the Adoption Date. No Grant will be granted pursuant to the Plan after such date, but Grants previously granted may extend beyond that date. The Committee may suspend or terminate the Plan at any earlier date at any time. No Grants may be granted under the Plan while the Plan is suspended or after it is terminated.

15.4    No Impairment. No amendment, suspension or termination of the Plan or any Grant may materially impair a Grantee’s rights under any outstanding Grant, except with the written consent of the affected Grantee or as otherwise expressly permitted in the Plan. Subject to the limitations of Applicable Law, if any, the Committee may amend the terms of any one or more Grants without the affected Grantee’s consent (a) to maintain the qualified status of the Grant as an Incentive Stock Option under Section 422 of the Code; (b) to change the terms of an Incentive Stock Option, if such change results in impairment of the Grant solely because it impairs the qualified status of the Grant as an Incentive Stock Option; (c) to clarify the manner of

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exemption from, or to bring the Grant into compliance with, Section 409A of the Code; or (d) to facilitate compliance with other Applicable Laws.

16.    ASX Listing Rules

16.1    Compliance with Listing Rules. Notwithstanding any other provision in this Plan, the rights of an Grantee holding Grants and the terms of any such Grants held by the Grantee will be read subject to, and must be amended by the Company in compliance with, the Listing Rules, including rules applying to a reorganization of capital at the time of the reorganization, and each Grantee consents to any such change. The per Share exercise price for the Shares to be issued pursuant to the exercise of a Grant (if applicable) and/or the number of Shares over which a Grant can be exercised (exercised) may be changed in accordance with the Listing Rules (including listing rules 6.22.2, 6.22.2A and 6.22.3).

16.2    New Issues. A Grantee holding Grants cannot participate in a new issue of Shares in respect of those Grants without exercising the Grants where prohibited by the Listing Rules.

16.3    Amendment or Cancellation of Grants.

(a)    Under no circumstances may the terms of any outstanding Grant be amended or modified to the extent restricted or prohibited by (or unless procedures are following in accordance with) the Listing Rules, including as applicable so as to have any of the following effects: (1) reducing the per Share exercise price of a Grant, (2) increasing the period for exercise of a Grant, or (3) increasing the number of Shares received on exercise of a Grant. Further any other amendment or modification to the terms of any Grant can only be made with shareholder approval or on the provision of a waiver of the official rules of ASX granted by ASX (unless that amendment or modification is expressly permitted to be made without shareholder approval by the Listing Rules).

(b)    Where stipulated in the Listing Rules under no circumstances may a Grant be cancelled unless (1) shareholder approval has been obtained for the cancellation of the Grant, or (2) no consideration is provided to the Grantee in connection with the cancellation of the Grant.

(c)    This Section 16.3 does not apply to a change which is made under Section 16.1.

16.4    Application of this section: This section 16 only applies while the Company is admitted to the official list of ASX.

17.    Definitions. As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

17.1    “Affiliate” means a Parent, a Subsidiary or any corporation or other Entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company.

17.2    “Applicable Law” means any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution,

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ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any governmental or regulatory body or self-regulatory organization (including ASX, New York Stock Exchange, Nasdaq Stock Market and the Financial Industry Regulatory Authority).

17.3    “ASX” means ASX Limited, ACN 008 624 691, or the market it operates, as the context requires.

17.4    “Board” means the Board of Directors of the Company.

17.5    “Cause” will have the meaning ascribed to such term in any written agreement between the Grantee and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Grantee, the occurrence of any of the following events: (a) Grantee’s unauthorized misuse of the Company’s trade secrets or proprietary information; (b) Grantee’s conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (c) Grantee’s committing an act of fraud against the Company; or (d) Grantee’s gross negligence or willful misconduct in the performance of his or her duties that has had or is likely to have a material adverse effect on the Company. For purposes of this definition, the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate of the Company, as appropriate.

17.6    “Change in Control” means:

(a)    the consummation of any consolidation or merger of the Company with any other entity, other than transaction which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such consolidation or merger;

(b)    any Exchange Act Person becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then- outstanding voting securities; provided, however, that for purposes of this subclause (b) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Change in Control;

(c)    the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets, except where such sale, lease, transfer or other disposition is made to the Company or one or more wholly owned Subsidiaries of the Company; or

(d)    a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members

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of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (d), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control.

For purposes of this definition, Persons will be considered to be acting as a group if they are owners of an Entity that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

17.7    “Code” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

17.8    “Committee” means the Remuneration & Nomination Committee of the Board, or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by Applicable Law and in accordance with the Plan.

17.9    “Common Stock” means the common stock of the Company, and the common stock of any successor entity.

17.10    “Company” means Limeade, Inc., a Washington corporation, or any successor corporation.

17.11    “Consultant” means any natural person, including an advisor or independent contractor, that is engaged to render services to the Company or an Affiliate.

17.12    “Continuous Service Status” means continued service as an Employee, Director or Consultant. Continuous Service Status shall not be considered interrupted or terminated in the case of a transfer between locations of the Company or between the Company, its Affiliates, or their respective successors, or a change in status (for example, from an Employee to a Consultant). The Committee or the Plan Administrator, in that party’s sole discretion, shall determine whether a Grantee’s Continuous Service Status has ceased and the effective date of such termination.

17.13    “Director” means a member of the Board.

17.14    “Disability” means (a) in the case of Incentive Stock Options, total and permanent disability as defined in Section 22(e)(3) of the Code, and (b) in the case of other Grants, unless the applicable Grant Agreement provides otherwise, that the Grantee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment. The determination of whether an individual has a Disability shall be determined under procedures established by the Committee. Except in situations where the Committee is determining Disability for purposes of the term of an Incentive Stock Option, the Committee may rely on any determination that a Grantee is disabled for purposes of benefits under any long- term disability plan maintained by the Company or any Affiliate in which a Grantee participates.

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17.15    “Dividend Equivalent Right” means the right of a Grantee, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Grantee in an amount equal to the cash, stock or other property dividends in amounts equal to cash, stock or other property dividends for each Share represented by a Grant held by such Grantee.

17.16    “Effective Date” means the date of Completion of the Company’s initial public offering of CDIs in Australia.

17.17    “Employee” means any person employed by the Company, or any Affiliate, with the status of employment determined pursuant to such factors as are deemed appropriate by the Plan Administrator in its sole discretion, subject to any requirements of Applicable Law, including the Code. Service as a Director or payment by the Company or an Affiliate of a director’s fee shall not be sufficient to constitute “employment” of such Director by the Company or any Affiliate.

17.18    “Entity” means a corporation, partnership, limited liability company or other entity.

17.19    “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

17.20    “Exchange Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

17.21    “Exchange Program” means a program pursuant to which (a) outstanding Grants are surrendered, cancelled or exchanged for cash, the same type of Grant or a different Grant (or combination thereof) or (b) the Exercise Price of an outstanding Grant is increased or reduced.

17.22    “Exercise Price” means, with respect to an Option, the price per Share at which a holder may purchase the Shares issuable upon exercise of an Option, and with respect to a Stock Appreciation Right, the price per share at which the Stock Appreciation Right is granted to the holder thereof.

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17.23    “Fair Market Value” means, as of any date, the per Share value of the Common Stock determined as follows:

(a)    If such Common Stock is publicly traded and is then listed on a national securities exchange its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Plan Administrator deems reliable, unless another method is approved by the Committee and subject to compliance with Applicable Law (including Section 409A of the Code).

(b)    If such Common Stock is not publicly traded and listed on a national securities exchange but CDIs are publicly traded and are then listed on the ASX (or any successor or replacement exchange) its closing price, as adjusted proportionately to give effect to the ratio of Shares underlying a CDI, on the date of determination on such exchange on which the CDIs are listed or admitted to trading as reported by the ASX or such other source as the Plan Administrator deems reliable, unless another method is approved by the Committee and subject to compliance with Applicable Law (including Section 409A of the Code).

(c)    If such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange and CDIs are not publicly traded and then listed on the ASX (or any successor or replacement exchange), the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Plan Administrator deems reliable.

(d)    If none of the foregoing is applicable, by the Board or the Committee in good faith (and in accordance with Section 409A of the Code, as applicable).

17.24    “Grant” means any award granted under the Plan, including any Option, Restricted Stock Grant, Restricted Stock Unit Grant, Stock Appreciation Right, Performance Grant or Other Grant.

17.25    “Grant Agreement” means a written or electronic agreement between the Company and a Grantee documenting the terms and conditions of a Grant. The term “Grant Agreement” will also include any other written agreement between the Company or an Affiliate and a Grantee containing additional terms and conditions of, or amendments to, a Grant.

17.26    “Grantee” means a person to whom a Grant is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Grant.

17.27    “Incentive Stock Option” means an Option granted pursuant to the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

17.28    “Insider” means an officer or Director of the Company or any other person whose transactions in the Common Stock are subject to Section 16 of the Exchange Act.

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17.29    “Listing Rules” means the listing rules of ASX as amended and as they apply to the Company from time to time

17.30    “Non-Employee Director” means a Director who is not an Employee of the Company or any Affiliate, and who satisfies the requirements of a “non-employee director” within the meaning of Section 16 of the Exchange Act.

17.31    “Nonstatutory Stock Option” means any Option granted pursuant to the Plan that does not qualify as an Incentive Stock Option.

17.32    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

17.33    “Option” means a contract right to purchase Shares at a fixed Exercise Price per share, subject to certain conditions, if applicable, granted pursuant to the Plan.

17.34    “Other Grant” means a Grant based in whole or in part by reference to Shares that is granted pursuant to the terms and conditions of the Plan.

17.35    “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

17.36    “Performance Grant” means an award that may vest or may be earned or exercised, in whole or in part, contingent upon the attainment during a Performance Period of one or more Performance Goals and which is granted pursuant to the terms and conditions of the Plan.

17.37    “Performance Criteria” means one or more objective or subjective criteria either individually, alternatively or in any combination applied to the Grantee, the Company, any business unit or Subsidiary, that the Committee selects for purposes of establishing the Performance Goals for a Performance Period.

17.38    “Performance Goals” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

17.39    “Performance Period” means the period of time selected by the Committee over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Grantee’s right to vesting, exercise and/or settlement of a Grant. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Committee.

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17.40    “Plan” means this Limeade, Inc. 2019 Omnibus Incentive Plan, as it may be amended from time to time.

17.41    “Plan Administrator” means one or more Officers or Employees designated by the Committee to administer the day-to-day operations of the Plan and the Company’s other equity incentive programs.

17.42    “Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or Stock Appreciation Right.

17.43    “Restricted Stock Grant” means an award of Shares that is granted pursuant to the terms and conditions of the Plan.

17.44    “Restricted Stock Unit Grant” or “RSU Grant” means a right to receive Shares that is granted pursuant to the terms and conditions of the Plan.

17.45    “Securities Act” means the U.S. Securities Act of 1933, as amended.

17.46    “Shares” means shares of Common Stock.

17.47    “Stock Appreciation Right” means a right to receive the appreciation value on the Shares subject to the Grant that is granted pursuant to the terms and conditions of the Plan.

17.48    “Subsidiary” means any corporation (other than the Company) in an unbroken chain of Entities beginning with the Company if each of the corporation other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporation in such chain.

17.49    “Trading Policy” means the Company’s policy permitting certain individuals to sell Company shares only during certain “window” periods and/or otherwise restricts the ability of certain individuals to transfer or encumber shares of the Company’s capital stock, as in effect from time to time.

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EX-10.5

Exhibit 10.5

LIMEADE, INC.

2019 OMNIBUS INCENTIVE PLAN

Notice of Stock Option Grant

Limeade, Inc., a Washington corporation (the “Company”), has awarded to you (“Grantee”) an option to purchase up to the number of shares of Common Stock (“Shares”) set forth below (this “Option”) under its 2019 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Grantee Name:

Employee ID:

Grant ID:

Date of Grant:

Exercise Price per Share:

Number of Shares:

Type of Option:

State/Country at Grant:

Expiration Date:

Vesting Commencement Date:

Vesting Schedule:

Capitalized terms used but not defined in this Notice of Stock Option Grant (this “Notice”) or the attached Option Terms and Conditions (including any appendices and exhibits) will have the same meanings specified in the Plan. This Notice and the Option Terms and Conditions are collectively referred to as the “Grant Agreement” applicable to this Option.

By accepting this Option (whether electronically or otherwise), Grantee acknowledges and agrees to the following:

1.This Option is governed by the terms and conditions of this Grant Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Grant Agreement, the terms of the Plan will prevail.

2.Grantee has received a copy of the Plan, this Grant Agreement, the Plan prospectus (if required under Applicable Law), and the Trading Policy, and represents that he or she has read these documents and is familiar with their terms. Grantee further agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee and the Plan Administrator regarding any questions relating to this Option and the Plan.

3.Vesting of this Option is subject to Grantee’s Continuous Service Status as an Employee, Director, or Consultant, which is for an unspecified duration and may be terminated at any time, with or without Cause, and nothing in this Grant Agreement or the Plan changes the nature of that relationship.

4.The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding participation in the Plan. Grantee should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

5.Grantee consents to electronic delivery and participation as set forth in the Plan and this Grant Agreement.

6.If Grantee does not accept or decline this Option within 90 days of the Date of Grant or by such other date that may be communicated to Grantee by the Company, the Company will accept this Option on Grantee’s behalf and Grantee will be deemed to have accepted the terms and conditions of this Option set forth in the Plan and this Grant Agreement. If Grantee wishes to decline this Option, Grantee should promptly notify Limeade at finance@limeade.com If Grantee declines this Option, this Option will be cancelled and no benefits from this Option nor any compensation or benefits in lieu of this Option will be provided to Grantee.

Limeade Inc.                Grantee

By:                    Signature

Title:                    

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EX-10.6

Exhibit 10.6

LIMEADE, INC.

2019 OMNIBUS INCENTIVE PLAN

Notice of Restricted Stock Unit Grant

Limeade, Inc., a Washington corporation (the “Company”), has awarded to you (“Grantee”) restricted stock units (“RSUs”) covering the number of shares of Common Stock (“Shares”) set forth below (the “RSU Grant”) under its 2019 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”).

Grantee Name:

Employee ID:

Grant ID:

Date of Grant:

Number of RSUs:

State/Country at Grant:

Vesting Commencement Date:

Vesting Schedule:

Capitalized terms used but not defined in this Notice of RSU Grant (this “Notice”) or the attached RSU Terms and Conditions (including any appendices and exhibits attached thereto) will have the same meanings specified in the Plan. This Notice and the RSU Terms and Conditions are collectively referred to as the “Grant Agreement” applicable to the RSUs.

By accepting (whether electronically or otherwise) the RSU Grant, Grantee acknowledges and agrees to the following:

1.The RSU Grant is governed by the terms and conditions of this Grant Agreement and the Plan. In the event of a conflict between the terms of the Plan and this Grant Agreement, the terms of the Plan will prevail.

2. Grantee has received a copy of the Plan, this Grant Agreement, the Plan prospectus (if required under Applicable Law), and the Trading Policy, and represents that he or she has read these documents and is familiar with their terms. Grantee further agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee and the Plan Administrator regarding any questions relating to the RSU Grant and the Plan.

3. Vesting of the RSUs is subject to Grantee’s Continuous Service Status as an Employee, Director, or Consultant, which is for an unspecified duration and may be terminated at any time, with or without Cause, and nothing in this Grant Agreement or the Plan changes the nature of that relationship.

4. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding participation in the Plan. Grantee should consult with his or her own personal tax, legal, and financial advisors regarding participation in the Plan before taking any action related to the Plan.

5. Grantee consents to electronic delivery and participation as set forth in the Plan and this Grant Agreement.

6. If Grantee does not accept or decline this RSU Grant within 90 days of the Date of Grant or by such other date that may be communicated to Grantee by the Company, the Company will accept this RSU Grant on Grantee’s behalf and Grantee will be deemed to have accepted the terms and conditions of the RSUs set forth in the Plan and this Grant Agreement. If Grantee wishes to decline this RSU Grant, Grantee should promptly notify Limeade at finance@limeade.com. If Grantee declines this RSU Grant, the RSUs will be cancelled and no benefits from the RSUs nor any compensation or benefits in lieu of the RSUs will be provided to Grantee.

Limeade, Inc	Grantee
By:	Signature
Title:

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EX-10.7

Exhibit 10.7

LIMEADE, INC.

LIMEADE TECHNOLOGIES CANADA INC.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of May 10, 2019, by and among Comerica Bank (“Bank”) and LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).

RECITALS

A.Limeade and Bank are parties to that certain Loan and Security Agreement dated as of September 20, 2016, as amended from time to time including without limitation by that certain First Amendment, Forbearance and Waiver to Loan and Security Agreement dated as of December 22, 2017 (collectively, the “Original Agreement”).

B.The parties desire to amend and restate and consolidate the terms of the Original Agreement in accordance with the terms herein. Bank is willing to amend and restate the Original Agreement, subject to the terms and conditions set forth herein. This Agreement sets forth the terms on which Bank will advance credit to Borrowers, and Borrowers will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1.DEFINITIONS AND CONSTRUCTION.

14.1Definitions. As used in this Agreement, all capitalized terms shall have the definitions set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning given to the term in the Code.

14.2Accounting Terms. Any accounting term not specifically defined on Exhibit A shall be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial statements” shall include the accompanying notes and schedules.

14.3Effect of Amendment and Restatement. Except as otherwise set forth herein, this Agreement is intended to and does completely consolidate, amend and restate, without novation, the Original Agreement. All security interests granted under the Original Agreement are hereby confirmed and ratified and shall continue to secure all Obligations under this Agreement.

14.4Waiver under Original Agreement. Each Borrower acknowledges that there are existing and uncured Events of Default under the Original Agreement arising from Limeade’s failure to (i) maintain all of its accounts with Bank in accordance with Section 6.6 of the Original Agreement for the period from December 31, 2016 to September 30, 2017, and (ii) timely deliver its monthly income statement and cash flow statement in accordance with Section 6.2 of the Original Agreement for the period ending December 31 2018 (the “Existing Defaults”). Effective upon satisfaction of the conditions in Section 3 and execution and delivery of this Agreement, Bank waives the Existing Defaults. Bank does not waive any other failure by a Borrower to perform its Obligations under the Loan Documents at any time. This waiver is not a continuing waiver with respect to any failure to perform any Obligation, is specific as to content and time and shall not constitute a waiver of any other current or future default or breach of any covenants contained in the Agreement or the terms and conditions of any other documents signed by a Borrower in favor of Bank. The Bank may still exercise its rights or any other or further rights against a Borrower because of any other breach not waived herein.

2.LOAN AND TERMS OF PAYMENT.

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2.1Credit Extensions.

(a)    Promise to Pay. Each Borrower promises to pay to the order of Bank, in lawful money of the United States, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrowers, together with interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.

(b)    Advances Under Revolving Line.

(a)Amount. Subject to and upon the terms and conditions of this Agreement Borrowers may request Advances in an aggregate outstanding amount not to exceed the lesser of(i) the Revolving Line or (ii) the Borrowing Base, less the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves under the Credit Card Services Sublimit. Except as set forth in this Agreement, amounts borrowed pursuant to this Section 2.1(b) may be repaid and re-borrowed at any time without penalty or premium prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Any repayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so repaid. Each Borrower hereby acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make demand for payment of all or any part of the Obligations under the Agreement due on a demand basis in Bank’s sole and absolute discretion.

(b)Form of Request. Whenever Borrowers desire an Advance, a Borrower will notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that the Advance is to be made. . Each such notice shall be made in accordance with Section 2.3(c) hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. The notice shall be signed by a Responsible Officer. Bank will credit the amount of Advances made under this Section 2.1(b) to a Borrower’s deposit account.

(c)Credit Card Services Sublimit. Subject to the terms and conditions of this Agreement, Borrowers may request corporate credit cards and standard and e-commerce merchant account services from Bank (collectively, the "Credit Card Services"). The aggregate limit of the corporate credit cards and merchant credit card processing reserves shall not exceed the Credit Card Services Sublimit, provided that availability under the Revolving Line shall be reduced by the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves. In addition, Bank may, in its sole discretion, charge as Advances any amounts that become due or owing to Bank in connection with the Credit Card Services. The terms and conditions (including repayment and fees) of such Credit Card Services shall be subject to the terms and conditions of the Bank's standard forms of application and agreement for the Credit Card Services, which each Borrower hereby agrees to execute.

(d)Collateralization of Obligations Extending Beyond Maturity. If each Borrowers has not secured to Bank’s satisfaction its obligations with respect to any Credit Card Services that may extend beyond the Revolving Maturity Date, then, effective as of the Revolving Maturity Date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in a Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding Credit Card Services; provided, however, that if there are insufficient balances in such accounts to secure such obligations, Borrowers shall immediately deposit such additional funds as are necessary to fully secure such obligations. Each Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by a Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Credit Card Services are outstanding or continue.

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(e) Bank’s Records. The amount and date of each Advance, its applicable interest rate, and the amount and date of any repayment shall be noted on Bank’s records, which records shall be conclusive evidence thereof, absent manifest error; provided however, any failure by Bank to make any such notation, or any error in any such notation, shall not relieve a Borrower of its obligations to repay Bank all amounts payable by Borrowers to Bank under or pursuant to this Agreement, when due in accordance with the terms hereof.

2.2    Overadvances. If at any time the aggregate amount of the outstanding Advances exceeds the lesser of the Revolving Line or the Borrowing Base, less the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves under the Credit Card Services Sublimit, Borrowers shall immediately pay to Bank, in cash, the amount of such excess.

2.3    Interest Rates and Payments.

(a)Interest Rates.

(i)Advances. The Advances shall bear interest, on the outstanding daily balance thereof, at the Prime Referenced Rate plus the Applicable Margin.

(ii)Default Interest Rate. From and after the occurrence of any Event of Default, and so long as any such Event of Default remains unremedied or uncured thereafter, the Obligations outstanding under the Agreement shall bear interest at a per annum rate of three percent (3%) above the otherwise applicable interest rate hereunder, which interest shall be payable upon demand. In addition to the foregoing, ‹i late payment charge equal to three percent (3%) of each late payment hereunder may be charged on any payment not received by Bank within ten (10) calendar days after the payment due date therefor, but acceptance of payment of any such charge shall not constitute a waiver of any Event of Default under the Agreement. In no event shall the interest payable under this Agreement at any time exceed the maximum rate permitted by law. THE MAXIMUM INTEREST RATE SHALL NOT EXCEED THE HIGHEST APPLICABLE USURY CEILING.

(b)    Payments.

(i)Accrued and unpaid interest on the unpaid principal balance of the Obligations shall be payable monthly, in arrears, on the first Business Day of each month, from the date made until the same is paid in full (whether in accordance with the terms hereof, by acceleration, or otherwise). In the event that any payment becomes due and payable on any day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, and additional fees or interest, as the case may be, shall continue to accrue and be payable thereon during such extension at the rates set forth hereto. Interest accruing hereunder shall be computed on the basis of a year of 360 days, and shall be assessed for the actual number of days elapsed, and in such computation, effect shall be given to any change in the applicable interest rate as a result of any change in the Prime Referenced Rate on the date of each such change.

(ii)Bank may, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of a Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless of source of payment. Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as a Borrower specifies. Any payment by check or other item of payment Bank may receive will conditionally reduce Obligations, but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Any payment received by Bank after 12:00 noon Pacific shall be deemed to have been received by Bank as of the opening of business on the immediately following Business Day.

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(c)    Interest Act (Canada). For the purpose of the Interest Act (Canada), where in this Agreement a rate of interest is to be calculated on the basis of a year of 360 days, the yearly rate of interest to which the rate is equivalent is the rate multiplied by the number of days in the year for which the calculation is made and divided by 360.

(d)    Criminal Code (Canada). Notwithstanding any provisions of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by a Borrower under the Loan Documents exceed the effective annual rate of interest on the “credit advanced” (as defined in Section 347 of the Criminal Code (Canada)) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in Section 347 of the Criminal Code (Canada)) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Borrower and Bank and the amount of such payment or collection shall be refunded to such Borrower. For the purposes of this paragraph the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Bank will be prima facie evidence of such rate.

(e)    Selection/Conversion of Interest Rate Options.

(i)Each Borrower may request an Advance hereunder either (i) upon the delivery to Bank of a written Request for Advance duly completed and executed by such Borrower or, (ii) to the extent applicable, pursuant to a request submitted through Bank’s Loan Management System (each a “Request”).

(ii)In the event that a Borrower is unable to request an Advance hereunder through the Bank’s Loan Management System, Advances hereunder may be requested by delivery or submission to Bank by hand delivery, first class mail, overnight courier, facsimile, email or other means of delivery acceptable to Bank, of a written Request duly completed and executed by a Borrower. An Advance hereunder may be requested in a Borrower’s discretion by telephonic notice to Bank. Any Advance requested by telephonic notice shall be confirmed by a Borrower that same day by submission to Bank of a written Request, as provided herein. Each Borrower acknowledges that if Bank makes an Advance based on a request made by telephone, facsimile, email or other means of delivery (other than by hand delivery, first class mail or overnight courier), it shall be for such Borrower's convenience and all risks involved in the use of any such procedure shall be borne by such Borrower, and each Borrower expressly agrees to indemnify and hold Bank harmless therefor. Bank shall have no duty to confirm the authority of anyone requesting an Advance by telephone, facsimile, email or any such other means of delivery. In the event that a Borrower elects to request an Advance by telephonic notice, facsimile, email or other means of delivery acceptable to Bank, such Borrower acknowledges and agrees that Bank may impose or require such verification, authentication and other procedures as Bank may require from time to time.

(f)    Regulatory Developments or Other Circumstances Relating to the Daily Adjusting LIBOR Rate.

(i)If any Change in Law shall: (a) subject Bank to any tax, duty or other charge with respect to any Obligations under the Agreement, or shall change the basis of taxation of payments to Bank of the principal of or interest hereunder (except for changes in the rate of tax on the overall net income of Bank imposed by the jurisdiction in which Bank’s principal executive office is located); or (b) impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by Bank, or shall impose on Bank or the foreign exchange and interbank markets any other condition affecting this Agreement or the Obligations; and the result of any of the foregoing is to increase the cost to Bank of maintaining any part of the Obligations or to reduce the amount of any sum received or receivable by Bank under this Agreement by an amount deemed by Bank to be material, then Borrowers shall pay to Bank, within fifteen (15) days of a Borrower’s receipt of written notice from Bank demanding such compensation, such additional amount or amounts as will compensate Bank for such increased cost or reduction. A certificate of Bank, prepared in good faith and in reasonable detail by Bank and submitted by Bank to a Borrower, setting forth the basis for determining such

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additional amount or amounts necessary to compensate Bank shall be conclusive and binding for all purposes, absent manifest error.

(ii)In the event that any Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained by Bank (or any corporation controlling Bank), and Bank determines that the amount of such capital or liquidity is increased by or based upon the existence of any obligations of Bank hereunder or the maintaining of any Obligations, and such increase has the effect of reducing the rate of return on Bank’s (or such controlling corporation's) capital as a consequence of such obligations or the maintaining of such Obligations to a level below that which Bank (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy and liquidity), then Borrowers shall pay to Bank, within fifteen (15) days of a Borrower’s receipt of written notice from Bank demanding such compensation, additional amounts as are sufficient to compensate Bank (or such controlling corporation) for any increase in the amount of capital and/or liquidity and reduced rate of return which Bank reasonably determines to be allocable to the existence of any obligations of Bank hereunder or to maintaining any Obligations. A certificate of Bank as to the amount of such compensation, prepared in good faith and in reasonable detail by Bank and submitted by Bank to a Borrower, shall be conclusive and binding for all purposes absent manifest error.

2.4    Fees and Bank Expenses. Borrowers shall pay to Bank the following:

(a)    Facility Fee. On the Closing Date, a fee equal to Forty Five Thousand Dollars ($45,000), which shall be nonrefundable; and

(b)    Bank Expenses.    On the Closing Date, all Bank Expenses incurred through the Closing Date, and, after the Closing Date, all Bank Expenses, as and when they become due.

(c)    [Reserved]

(d)    Success Fee. On the occurrence of a Trigger Event, Borrowers shall pay to Bank a one-time success fee equal to One Hundred Thousand Dollars ($100,000) (the “Success Fee Amount”). The Success Fee Amount shall be non-refundable. The provisions of this Section shall survive repayment of the Indebtedness and satisfaction of all Obligations of Borrowers to Bank and termination of this Agreement. Notwithstanding anything contained in the Agreement or any Loan Document to the contrary, to the extent the provisions of this Section 2.5(d) and Borrowers’ obligation to pay the Success Fee Amount survive repayment of the Indebtedness and satisfaction of all Obligations of Borrowers to Bank and termination of this Agreement, Borrowers’ surviving obligation to pay the Success Fee Amount shall not be considered to be an “Obligation” (as defined in the Agreement) entitling the Bank, solely on account of such surviving obligation to pay the Success Fee Amount if all other Obligations have been indefeasibly repaid in full and Bank has no obligation to fund any Credit Extensions and this Agreement has been terminated, to maintain any security interest or Lien on any Collateral or asset of Borrowers. Notwithstanding anything contained in the Agreement or any Loan Document to the contrary, nothing in this Agreement or the Loan Documents grants Bank the right to maintain any Lien on any Collateral or assets of the Borrowers if all Obligations have been indefeasibly paid in full and Bank has no obligation to fund any Credit Extensions and Borrowers’ only obligation to Bank is the surviving obligation of Borrowers to pay the Success Fee Amount or the performance of the Borrowers’ obligations under this Section 2.5{d) after termination of this Agreement. Upon the indefeasible repayment in full of all Indebtedness owing to Bank and satisfaction of all Obligations of Borrowers to Bank (other than Borrowers’ obligation to pay the Success Fee Amount) and termination of this Agreement (other than provisions that expressly survive such termination), upon the request of Borrowers the Bank will take all actions otherwise contemplated by this Agreement or the other Loan Documents to terminate such Liens in accordance with the terms hereof and thereof.

2.5    Term. This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to

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make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default in accordance with Section 9.

3.    CONDITIONS OF LOANS.

3.1    Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension under this Agreement is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)this Agreement and the other Loan Documents required by Bank;

(b)an officer’s certificate of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents;

(c)a financing statement (Form UCC-1) and other filings as Bank determines are necessary to perfect all security interests granted to Bank by each Borrower;

(d)the Itemization of Amount Financed Disbursement Instructions signed by a Responsible Officer of each Borrower;

(e)agreement to furnish insurance;

(f)payment of the fees and Bank Expenses then due as specified in Section 2.4;

(g)an intellectual property security agreement, duly executed by each Borrower;

(h)current SOS Reports indicating that except for Permitted Liens, there are no other security interests or Liens of record in the Collateral;

(i)current financial statements, including company prepared consolidated and consolidating balance sheets and income statements for the most recently ended month in accordance with Section 6.2, and such other updated financial information as Bank may reasonably request;

(j)current Compliance Certificate in accordance with Section 6.2;

(k)a Collateral Information Certificate for each Borrower;

(l)an Automatic Loan Payment Authorization; and

(m)such other documents or certificates, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

3.2    Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a)timely receipt by Bank of the Request for Advance as provided in Section 2.1; and;

(b)there has occurred no circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect; and

(c)the representations and warranties contained in Article 5 shall be true and correct in all material respects on and as of the date of such Request for Advance and on the effective date of each Credit

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Extension as though made at and as of each such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date), and (i) no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension, (ii) after giving effect to such Advance, the aggregate principal amount of Advances made under this Agreement (excluding refundings and conversions of outstanding Advances) shall not exceed the Revolving Line, and (iii) a Request for Advance once delivered or submitted to Bank, shall not be revocable by the undersigned. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.

4.CREATION OF SECURITY INTEREST.

4.1Grant of Security Interest. Each Borrower grants and pledges to Bank a continuing security interest in the Collateral to secure prompt repayment of any and all Obligations and to secure prompt performance by each Borrower of each of its respective covenants and duties under the Loan Documents. Except as

set forth in the Schedule and for properly perfected Permitted Liens described in subclause (c) of the defined term “Permitted Liens”, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in later-acquired Collateral. Notwithstanding any termination of this Agreement, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

4.2    Perfection of Security Interest. Each Borrower authorizes Bank to file at any time financing statements, financing change statements, notices of grant of security interest, continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all assets of each Borrower of the kind pledged hereunder, and (ii) contain any other information required by the Code (or other applicable personal property security legislation) for the sufficiency of fil1ng office acceptance of any financing statement, financing change statement, continuation statement, or amendment, including whether each Borrower is an organization, the type of organization and any organizational identification number issued to such Borrower, if applicable. Any such financing statements may be filed by Bank at any time in any jurisdiction whether or not Division 9 of the Code is then in effect in that jurisdiction. Borrowers shall from time to time endorse and deliver to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue perfection of Bank’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. Borrowers shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Bank chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral is in possession of a third party bailee, Borrowers shall take such steps as Bank reasonably requests for Bank to (i) obtain an acknowledgment, in form and substance satisfactory to Bank, of the bailee that the bailee holds such Collateral for the benefit of Bank, (ii) obtain “control” of any Collateral consisting of investment property, deposit accounts, securities accounts, letter-of-credit rights or electronic chattel paper (as such items and the term “control” are defined in Division 9 of the Code the CCQ or Securities Transfer Act in the applicable jurisdiction) by causing the securities intermediary or depositary institution or issuing bank to execute a control agreement in form and substance satisfactory to Bank. Borrowers will not create any chattel paper without placing a legend on the chattel paper acceptable to Bank indicating that Bank has a security interest in the chattel paper.

4.3    Right to Inspect. Without duplication of any right set forth in Section 6.2(d), Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during each Borrower’s usual business hours but no more than twice a year, unless an Event of Default has occurred and is continuing, to inspect each Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify each Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.

4.4    Lock Box.

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(a)    Each Borrower agrees that the Obligations shall be on a “remittance basis”. Each Borrower shall at its sole expense establish and maintain (and Bank, at Bank's option, may establish and maintain at such Borrower's expense):

(i)    A United States Post Office lock box (the “Lock Box”), to which Bank shall have exclusive access and control. Each Borrower expressly authorizes Bank, from time to time, to remove the contents from the Lock Box, for disposition in accordance with this Agreement. Each Borrower shall notify all account debtors and other parties obligated to such Borrower that all payments made to Borrower (other than payments by electronic funds transfer) shall be remitted, for the credit of such Borrower, to the Lock Box, and each Borrower shall include a like statement on all invoices; and

(ii)    A non-interest bearing deposit account with Bank which shall be titled as designated by Bank (the “Dominion of Funds Account”) to which Bank shall have exclusive access and control. Each Borrower shall notify all account debtors and other parties obligated to such Borrower that all payments made to such Borrower by electronic funds transfer shall be remitted to the Dominion of Funds Account, and each Borrower shall include a like statement on all invoices.    Each Borrower shall execute all documents and authorizations as required by Bank to establish and maintain the Lock Box and the Dominion of Funds Account.

(iii)    Borrowers may use the Business Deposit Capture*M feature at Bank (the “BDC”) to immediately deposit into the Dominion of Funds Account payments received by Borrower by check despite the Borrower’s directions to mail such checks to the Lock Box.

(b)    Each Borrower shall hold in trust for Bank all amounts that such Borrower receives, including despite the directions to make payments to the Lock Box or Dominion of Funds Account, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit into the Lock Box or Dominion of Funds Account, as applicable.

Provided no Event of Default has occurred which is continuing, all items or amounts which are remitted to the Dominion of Funds Account, or otherwise delivered by or for the benefit of Borrowers to Bank on account of partial or full payment of, or with respect to, any Collateral shall, on a daily basis, be deposited to a Borrower’s operating account maintained at Bank. After the occurrence and during the continuance of an Event of Default, all items or amounts remitted to the Lock Box, the Dominion of Funds Account or that Bank has otherwise received shall, in Bank’s sole discretion, be applied to the payment of any Obligations, whether then due or not, in such order or at such time of application as Bank may determine in its sole discretion. Bank shall not be liable for any loss or damage which Borrowers may suffer as a result of Bank's processing of items or its exercise of any other rights or remedies under this Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party arising out of or in connection with the processing of items or the exercise of any other rights or remedies under this Agreement. Each Borrower shall indemnify and hold Bank harmless from and against all such third party claims, demands or actions, and all related expenses or liabilities, including, without limitation, attorney's fees and including claims, damages, fines, expenses, liabilities or causes of action of whatever kind resulting from bank's own negligence except to the extent (but only to the extent) caused by Bank's gross negligence or willful misconduct.

4.4    Pledge of Collateral. Each Borrower hereby pledges, assigns and grants to Bank a security interest in all the Shares, if any, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Closing Date, or, to the extent not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares, if any, have or will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by each Borrower. Borrower represents and warrants that, as of the Closing Date, none of the Equity Interests or Shares are evidenced by certificates, including the shares of Limeade GmbH pledged by Limeade. Borrower represents and warrants that, after the Closing Date, all the certificates, if any, for the Equity Interests have been delivered to Bank in accordance with this Section 4.4. To

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the extent required by the terms and conditions governing the Shares, each Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Bank may affect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new (as applicable) certificates representing such securities to be issued in the name of Bank or its transferee. Each Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Bank may reasonably request to perfect or continue the perfection of Bank’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Each Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

4.5    Unlimited Liability Companies. Notwithstanding the grant of security interest made by a Borrower in favour of Bank of all of its Shares, for any interest (for the purposes of this Section 4.5, “ULC Interests”) that such Borrower controls in any unlimited liability company (for the purposes of this Section 4.5, a “ULC”) pledged hereunder, such Borrower shall remain registered as the sole registered and beneficial owner of such ULC Interests and will remain as registered and beneficial owner until such time as such ULC Interests are effectively transferred into the name of Bank or any other Person on the books and records of such ULC. Nothing in this Agreement is intended to or shall constitute Bank or any Person as a shareholder or member of any ULC until such time as notice is given to such ULC and further steps are taken thereunder so as to register Bank or any other Person as the holder of the ULC Interests of such ULC. To the extent any provision hereof would have the effect of constituting Bank or any other Person as a shareholder or member of a ULC prior to such time, such provision shall be severed therefrom and ineffective with respect to the ULC Interests of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Shares which are not ULC Interests. Except upon the exercise of rights to sell or otherwise dispose of ULC Interests following the occurrence and during the continuance of an Event of Default hereunder, no Borrower shall cause or permit, or enable any ULC in which it holds ULC Interests to cause or permit, Bank to: (a) be registered as shareholders or members of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Bank holding a security interest in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member of such ULC including the right to attend a meeting of, or to vote the shares of, such ULC.

(5)REPRESENTATIONS AND WARRANTIES. Each Borrower represents and warrants as follows:

5.1    Due Organization and Qualification. Each Borrower and each Subsidiary is an entity duly existing under the laws of the jurisdiction in which it is incorporated or organized, as applicable, and qualified and licensed to do business in any province, territory, state or other jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Effect.

5.2    Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within each Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in such Borrower’s organizational documents, nor will they constitute an event of default under any material agreement by which such Borrower is bound. Each Borrower is not in default under any agreement by which it is bound, except to the extent such default would not reasonably be expected to cause a Material Adverse Effect.

5.3    Collateral. Each Borrower has rights in or the power to transfer the Collateral, and its title to the Collateral is free and clear of Liens, adverse claims, and restrictions on transfer or pledge except for Permitted Liens. The Eligible Monthly Recurring Revenue are bona fide existing obligations. All Eligible Monthly Recurring Revenue is recognized recurring revenue as determined in accordance with GAAP. No Borrower has received notice of actual or imminent Insolvency Proceeding of any account debtor whose revenue is included in any Borrowing

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Base Certificate as Eligible Monthly Recurring Revenue. No licenses or agreements giving rise to such Eligible Monthly Recurring Revenue is with any Prohibited Territory or with any Person organized under or doing business in a Prohibited Territory. All Inventory is in all material respects of good and merchantable quality, free from all material defects, except for Inventory for which adequate reserves have been made. Except as set forth in the Schedule, none of the Collateral is maintained or invested with a Person other than Bank or Bank’s Affiliates.

5.4    Intellectual Property Collateral. Each Borrower is the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by such Borrower to its customers in the ordinary course of business. To the best of each Borrower’s knowledge, each of the Copyrights, Trademarks and Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made to Borrower that any part of the Intellectual Property Collateral violates the rights of any third party except to the extent such claim could not reasonably be expected to cause a Material Adverse Effect. Except as set forth in the Schedule, each Borrower’s rights as a licensee of intellectual property do not give rise to more than five percent (5%) of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service. No Borrower is a party to, or bound by, any agreement that restricts the grant by a Borrower of a security interest m the Intellectual Property Collateral.

5.5    Name: Location of Chief Executive Office; Location of Inventory and Equipment. Except as disclosed in the Schedule, Borrowers have not done business under any name other than that specified on the signature page hereof, and its exact legal name is as set forth in the first paragraph of this Agreement. The chief

executive office, domicile and principal place of business of each Borrower is located at the address indicated in Section 10 hereof. Except as disclosed in the Schedule, all Collateral of each Borrower is located at the address indicated in Section 10 hereof.

5.6    Actions. Suits. Litigation, or Proceedings. Except as set forth in the Schedule, there are no actions, suits, litigation or proceedings, at law or in equity, pending by or against each Borrower or any Subsidiary before any court, administrative agency, or arbitrator in which a likely adverse decision could reasonably be expected to have a Material Adverse Effect.

5.7    No Material Adverse Change in Financial Statements. All consolidated (and consolidating, if any) financial statements related to Borrowers and any Subsidiary that are delivered by Borrowers to Bank fairly present in all material respects Borrowers’ consolidated (and consolidating, if any) financial condition as of the date thereof and Borrowers’ consolidated (and consolidating, if any) results of operations for the period then ended. There has not been a material adverse change in the consolidated (or in the consolidating, if any) financial condition of Borrowers since the date of the most recent of such financial statements submitted to Bank.

5.8    Solvency, Payment of Debts. Each Borrower is able to pay its debts (including trade debts) as they mature; the fair saleable value of each Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; and each Borrower is not left with unreasonably small capital after the transactions contemplated by this Agreement.

5.9    Compliance with Laws and Regulations. Each Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. No event has occurred resulting from each Borrower’s failure to comply with ERISA that is reasonably likely to result in such Borrower’s incurring any liability that could reasonably be expected to have a Material Adverse Effect. No Borrower has any undisclosed or unfunded liabilities under Canadian Pension Plans or Canadian Benefit Plans. Each Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. Each Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U, and X of the Board of Governors of the Federal Reserve System). Each Borrower has complied in all material respects with all the provisions of the Federal Fair Labor Standards Act or any other applicable federal, provincial, territorial, state, local or foreign law dealing with such matters. Each Borrower has complied in all material respects with all environmental laws, regulations and ordinances Borrower

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has not violated any statutes, laws, ordinances or rules applicable to it, the violation of which could reasonably be expected to have a Material Adverse Effect. Borrowers and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein except those being contested in good faith with adequate reserves under GAAP or where the failure to file such returns or pay such taxes could not reasonably be expected to have a Material Adverse Effect.

5.10    Investments. Each Borrower does not own any Equity Interests of any Person, except for Permitted Investments.

5.11    Government Consents. Borrowers and each Subsidiary have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrowers’ business as currently conducted, except where the failure to do so would not reasonably be expected to cause a Material Adverse Effect.

5.12    Restricted Agreements. Except as disclosed on the Schedule or as timely disclosed in writing to Bank pursuant to Section 6.9, each Borrower is not a party to, nor is bound by, any Restricted Agreement.

5.13    Full Disclosure. No representation, warranty or other statement made by Borrowers in any certificate or written statement furnished to Bank taken together as a whole with all such certificates and written statements furnished to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading in any material respect, it being recognized by Bank that the projections and forecasts provided by Borrowers in good faith and based upon reasonable assumptions are not to be viewed as facts and that actual results during the period or periods covered by any such projections and forecasts may differ from the projected or forecasted results.

5.14    Shares. Each Borrower has full power and authority to create a first lien on the Shares, if any, and no disability or contractual obligation exists that would prohibit Borrowers from pledging the Shares, if any, pursuant to this Agreement. To Borrowers’ knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares, if any. The Shares, if any, have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To Borrowers’ knowledge, the Shares, if any, are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and each Borrower knows of no reasonable grounds for the institution of any such proceedings.

5.15    No Material Adverse Effect. No Material Adverse Effect or event reasonably expected to cause a Material Adverse Effect has occurred.

(6)AFFIRMATIVE COVENANTS.

Each Borrower covenants that, until payment in full of all outstanding Obligations, and for so long as Bank may have any commitment to make a Credit Extension hereunder, each Borrower shall do all of the following:

6.1    Good Standing and Government Compliance. Each Borrower shall maintain its and each of its Subsidiaries’ organizational existence and good standing in its jurisdiction of organization, shall maintain qualification and good standing in each other jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect, and shall furnish to Bank the organizational identification number issued to each Borrower by the authorities of the jurisdiction in which such Borrower is organized, if applicable. Each Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Each Borrower shall ensure that each Canadian Pension Plan and Canadian Benefit Plan is administered in a timely manner in all respects in accordance with the applicable pension plan text, funding agreement, the Income Tax Act (Canada) and all other applicable laws. Each Borrower shall comply in all material respects with all applicable Environmental Laws, and maintain all material permits, licenses and approvals required thereunder where the failure to do so could reasonably be expected to have a Material Adverse Effect. Each Borrower shall comply, and shall cause each Subsidiary to comply, with all

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statutes, laws, ordinances and government rules and regulations to which it is subject, and shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which or failure to comply with which would reasonably be expected to have a Material Adverse Effect.

6.2    Financial Statements, Reports. Certificates. Each Borrower shall deliver to Bank: (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering such Borrower’s operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred fifty one (151) days after the end of such Borrower’s fiscal year, audited consolidated and consolidating financial statements of such Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) promptly, but in no event later than two (2) Business Days upon receipt of notice thereof, a report of any legal actions pending or threatened against such Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to such Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by such Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than sixty (60) days of fiscal year end or fifteen (15) days after approval by such Borrower’s Board of Directors, such Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by such Borrower’s Board of Directors; (vii) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time; and (viii) within thirty (30) days of June 30 and December 31 of each fiscal quarter, a report signed by such Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that such Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in such Borrower’s Intellectual Property .

(a)    Within thirty (30) days after the last day of each month, each Borrower shall deliver to Bank, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings by invoice date of accounts receivable and accounts payable, a bookings report and a Monthly Recurring Revenue report, each in form satisfactory to Bank (collectively, the “Borrowing Base Reports”).

(b)    Within thirty (30) days after the last day of each month, each Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate certified as of the last day of the applicable month and signed by a Responsible Officer in substantially the form of Exhibit D hereto.

(c)    Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which each Borrower has taken or proposes to take with respect thereto.

(d)    Bank shall have a right (without duplication of any right set forth in Section 4.3) from time to time hereafter to (i) audit each Borrower’s Accounts and appraise Collateral at such Borrower’s expense, provided that such audits will be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing, provided further that such audit may be conducted remotely once per year; and (ii) remotely audit Limeade GmbH’s Accounts and appraise its property at Borrowers’ expense, provided that such audits will be conducted no more often than once every six (6) months unless an Event of Default has occurred and is continuing.

Each Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a

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Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. or Canadian Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financia1 statements, the intellectual property report, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer.

6.3    Inventory Returns. Borrower shall keep all Inventory in good and merchantable condition, free from all material defects except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between each Borrower and its account debtors shall be on the same basis and in accordance with the usual customary practices of such Borrower, as they exist on the Closing Date. Each Borrower shall promptly notify Bank of all returns and recoveries and of all disputes and claims involving more than One Hundred Thousand Dollars ($100,000).

6.4    Taxes. Each Borrower shall make, and cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, provincial, territorial, and local taxes, assessments, or contributions required of it by law, including, but not limited to, those laws concerning income taxes, F.I.C.A., F.U.T.A. and state disability, and will execute and deliver to Bank, on demand, proof satisfactory to Bank indicating that such Borrower or a Subsidiary has made such payments or deposits and any appropriate certificates attesting to the payment or deposit thereof; provided that such Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by such Borrower.

6.5    Insurance. Each Borrower will keep the Collateral in good condition and will protect it from loss, damage, or deterioration from any cause. Each Borrower has and will maintain at all times (a) with respect to the Collateral, insurance under an “all risk” policy against fire and other risks customarily insured against, and (b) public liability insurance and other insurance as may be required by law or reasonably required by Bank. All personal property and hazard insurance policies shall be in amount, form and content, and written by companies as may be satisfactory to Bank, and shall contain a lender’s loss payable endorsement in favor of and acceptable to Bank. All real property insurance policies shall be in amount, form and content, and written by companies as may be satisfactory to Bank, and shall contain a mortgagee clause in favor of and acceptable to Bank. All general liability insurance policies shall be in amount, form and content, and written by companies as may be satisfactory to Bank, and shall show Bank as an additional insured. All such policies shall contain a provision whereby they may not be canceled or materially amended except upon thirty (30) days’ prior written notice to Bank. Each Borrower will promptly deliver to Bank, at Bank’s request, evidence satisfactory to Bank that such insurance has been so procured and, with respect to casualty insurance, made payable to Bank. Each Borrower hereby appoints Bank, or any employee or agent of Bank, as such Borrower’s attorney-in-fact, which appointment is coupled with an interest and irrevocable, and authorizes Bank, or any employee or agent of Bank, on behalf of such Borrower, to adjust and compromise any loss under said insurance and to endorse any check or draft payable to such Borrower in connection with returned or unearned premiums on said insurance or the proceeds of said insurance, and any amount so collected may be applied toward satisfaction of the Obligations; provided, however, that Bank shall not be required hereunder so to act. If a Borrower fails to maintain satisfactory insurance, Bank has the option (but not the obligation) to do so and such Borrower agrees to repay all amounts so expended to Bank immediately upon demand, together with interest at the highest lawful default rate which could be charged by Bank on any Obligations. Such amounts so expended by Bank shall constitute Obligations secured by this Agreement.

6.6    Accounts. Each Borrower shall maintain at all times all of its depository, operating and investment accounts with Bank and its Lockbox at Bank.

6.7    Financial Covenants. Each Borrower shall at all times maintain the following financial ratios and covenants:

(a)    Minimum Annual Contract Value. At such time as the Borrowers’ aggregate Net Cash falls below $2,000,000, Borrowers shall collectively at all times thereafter maintain a minimum Annual Contract Value of at least the following for the respective periods, calculated based on a current month basis

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of Limeade Annual Contract Value, based on the actual Limeade Annual Contract Value for the month with respect to which the calculation is being made:

Minimum Annual Contract Value

	2019	2020
January	$39,000,000	$49,000,000
February	$39,500,000	$50,000,000
March	$40,000,000	$51,000,000
April	$40,500,000	$52,500,000
May	$41,000,000	$54,000,000
June	$42,000,000	$55,500,000
July	$43,000,000	$57,000,000
August	$44,000,000	$58,500,000
September	$45,000,000	$59,000,000
October	$46,000,000	$60,000,000
November	$47,000,000	$62,000,000
December	$48,000,000	$63,000,000 (for December, 2020 and for each month thereafter)

As used herein, “Net Cash” means the aggregate balance of unrestricted cash and cash equivalents maintained at Bank minus the aggregate amount of the Obligations.

As used herein, “Annual Contract Value” means expected annual revenue from all closed and signed customer contracts (including such annual revenue from Limeade GmbH), as measured once billing commences.

(b)    Minimum Liquidity. Each Borrower shall at all times maintain a Liquidity of not less than Two Million Dollars ($2,000,000). As used in this Section 6.7(b), “Liquidity” means the sum of unrestricted cash maintained at Bank plus the net amount of Advances available under Section 2.1(b)(i).

6.8    Intellectual Property

(a)Borrower shall (i) give Bank written notice prior to the filing of any applications or registrations of intellectual property rights with the United States Copyright Office, the United States Patent and Trademark Office and / or the Canadian Intellectual Property Office, including the date of such filing and the registration or application numbers, if any, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (ii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iii) upon filing any such applications or registrations, promptly (unless alternative timing is specified in Section 6.2) provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing.

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(b)Borrower shall execute and deliver such additional instruments and documents from time to time as Bank shall reasonably request to perfect and maintain the perfection and priority of Bank's security interest in the Intellectual Property Collateral.

(c)Borrower shall (i) to the extent commercially reasonable, protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and trade secrets, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public unless and to the extent (and only to the extent) that Borrower in its reasonable business judgement, deems it appropriate to do so.

(d)Bank may audit Borrower's Intellectual Property Collateral to confirm compliance with Section 6.2 and this Section 6.8, provided such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower's sole expense, any actions that Borrower is required under this Section 6.8 to take but which Borrower fails to take, after fifteen (15) days' notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.8.

6.9    Restricted Agreements. Prior to entering into or becoming bound by any Restricted Agreement, Borrower shall: (i) provide written notice to Bank of the material terms of such Restricted Agreement with a description of its likely impact on Borrower’s business or financial condition; and (ii) upon Bank’s request, will obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (A) Borrower’s interest in such licenses or contract rights to be deemed Collateral and for Bank to have a security interest in such license or contract right, and to have the power to assign such license or contract rights in connection with an enforcement of remedies, that might otherwise be restricted by the terms of the applicable license or agreement, whether now existing or entered into in the future, and (B) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

6.10    Landlord and Bailee Waivers. Each Borrower shall use commercially reasonable efforts to obtain and deliver to Bank (i) within thirty (30) days of the Closing Date or within thirty (30) days following entry into a new lease following the Closing Date (i) a landlord waiver in form satisfactory to Bank, duly executed by the landlord at each location at which such Borrower leases real property, and (ii) if applicable, a bailee waiver or other similar agreement, in form satisfactory to Bank, duly executed by any Person maintaining such Borrower’s assets.

6.11    Further Assurances. At any time and from time to time each Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.

6.12    Creation/Acquisition of Subsidiaries. In the event a Borrower or any Subsidiary creates or acquires any Subsidiary, such Borrower and such Subsidiary shall promptly notify Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Bank to cause such Subsidiary to guarantee the Obligations of such Borrower under the Loan Documents and grant a continuing pledge and security interest in an to the collateral of such Subsidiary (substantially as described on Exhibit B hereto), and such Borrower shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of such Subsidiary.

7.    NEGATIVE COVENANTS.

Each Borrower covenants and agrees that, so long as any credit hereunder shall be available and until the outstanding Obligations are paid in full or for so long as Bank may have any commitment to make any Credit Extensions, no Borrower shall do any of the following without Bank’s prior written consent, which consent shall not be unreasonably withheld:

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9.1Dispositions. Convey, sell, lease, license, transfer or otherwise dispose of (collectively, to “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, or subject to Section 6.6, move cash balances on deposit with Bank to accounts opened at another financial institution, other than Permitted Transfers.

9.2Change in Name, Location, Executive Office, or Executive Management; Change in Business; Change in Fiscal Year; Change in Control. Change its name or the Borrower State or relocate its chief executive office, domicile or principal place of business without thirty (30) days prior written notification to Bank; replace its chief executive officer or chief financial officer without concurrent written notification to Bank; engage in any business, or permit any of its Subsidiaries to engage in any business, other than or reasonably related or incidental to the businesses currently engaged in by Borrowers; change its fiscal year end; have a Change in Control.

9.3Amalgamations, Mercers or Acquisitions. Amalgamate, merge or consolidate, or permit any of its Subsidiaries to amalgamate, merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrowers), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the Equity Interests or property of another Person, or enter into any agreement to do any of the same, other than for the Sitrion Acquisition.

9.4Indebtedness. Create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrowers an obligation to prepay any Indebtedness, except Indebtedness to Bank.

9.5Encumbrances. Create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries so to do, except for Permitted Liens, or covenant to any other Person that Borrowers in the future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of Borrowers’ property.

9.6Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any Equity Interests, except that each Borrower may (i) repurchase the Equity Interests of former employees pursuant to equity repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase, and (ii) repurchase the Equity Interests of former employees pursuant to equity repurchase agreements by the cancellation of indebtedness owed by such former employees to such Borrower regardless of whether an Event of Default exists.

9.7Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries to do so, other than Permitted Investments, or maintain or invest any of its property with a Person other than Bank or Bank’s Affiliates or permit any Subsidiary to do so unless such Person has entered into a control agreement with Bank, in form and substance satisfactory to Bank, or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrowers. Further, Borrowers shall not enter into any license or agreement with any Prohibited Territory or with any Person organized under or doing business in a Prohibited Territory.

9.8Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of a Borrower except for transactions among Borrowers and transactions that are in the ordinary course of such Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

9.9Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt and the terms of the subordination agreement relating to such Subordinated Debt, or amend any provision of any document evidencing such Subordinated Debt, except in compliance with the terms of the subordination agreement

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relating to such Subordinated Debt, or amend any provision affecting Bank’s rights contained in any documentation relating to the Subordinated Debt without Bank’s prior written consent.

9.10Inventory and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or similar third party unless the third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Except for Inventory sold in the ordinary course of business, as of the Closing Date all the assets of Technologies are maintained in Quebec. Except for Inventory sold in the ordinary course of business and except for such other locations as Bank may approve in writing, (i) each Borrower shall keep the Inventory and Equipment only at the location set forth in Article 10, the locations disclosed in the current Schedule, and such other locations of which such Borrower has (i) provided Bank thirty (30) days prior written notice and (ii) taken all necessary action as requested by Bank in order to ensure that assets located at such locations are secured and that Bank has a perfected, first priority Lien on such assets (including, without limitation, executing additional security documentation and obtaining landlord waivers, mortgage waivers, bailee waivers, or equipment waivers in form and substance reasonably satisfactory to Bank).

9.11Limeade GmbH Negative Pledge. Limeade shall not permit Limeade GmbH to create, incur, assume or allow any Lien with respect to any of its property, or assign or otherwise convey any right to receive income, including the sale of any Accounts, or covenant to any Person (other than Bank) that Limeade GmbH in the future will refrain from creating, incurring, assuming or allowing any Lien with respect to any of its property.

9.12No Investment Company: Margin Regulation. Become or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose.

8.    EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by Borrowers under this Agreement:

9.1Payment Default. If a Borrower fails to pay any of the Obligations when due;

9.2Covenant Default.

(a)    If a Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this Agreement; or

(b)    If a Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between such Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within thirty (30) days after such Borrower receives notice thereof or any officer of such Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the thirty (30) day period or cannot after diligent attempts by such Borrower be cured within such thirty (30) day period, and such default is likely to be cured within a reasonable time, then such Borrower shall have an additional reasonable period (which shall not in any case exceed thirty (30) days to attempt to cure such default, so long as such Borrower continues to diligently attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made;

9.3Material Adverse Change. If there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect.

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9.4Attachment. If any material portion of a Borrower’s and/or its Subsidiaries assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if a Borrower and/or its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of such Borrower’s and/or its Subsidiaries assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of such Borrower’s and/or its Subsidiaries assets by any government, or any department, agency, or instrumentality thereof, or by any federal, state, provincial, county, municipal, or governmental agency, and the same is not paid within ten (10) days after such Borrower and/or its Subsidiaries receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by such Borrower and/or its Subsidiaries (provided that no Credit Extensions will be made during such cure period);

9.5Insolvency. If a Borrower and/or its Subsidiaries becomes insolvent, or if an Insolvency Proceeding is commenced by a Borrower and/or its Subsidiaries, or if an Insolvency Proceeding is commenced against a Borrower and/or its Subsidiaries and is not dismissed or stayed within forty-five (45) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

9.6Other Agreements. If there is a default or other failure to perform in any agreement to which a Borrower and/or its Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred Fifty Thousand Dollars ($250,000) or that would reasonably be expected to have a Material Adverse Effect;

9.7Subordinated Debt. If a Borrower and/or its Subsidiaries makes any payment on account of Subordinated Debt, except to the extent the payment is allowed under any subordination agreement entered into with Bank;

9.8Judgments; Settlements. If one or more (a) judgments, orders, decrees or arbitration awards requiring a Borrower and/or its Subsidiaries to pay an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) or greater (not covered by independent third-party insurance as to which liability has not been denied by such insurance carrier) shall be rendered against such Borrower and/or its Subsidiaries and the same shall not have been vacated or stayed within fifteen (15) days thereafter (provided that no Credit Extensions will be made prior to such matter being vacated or stayed); or (b) settlements is agreed upon by a Borrower and/or its Subsidiaries for the payment by such Borrower and/or its Subsidiaries of an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000) or greater or that could reasonably be expected to have a Material Adverse Effect.

9.9Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement or any other Loan Document.

9.    BANK’S RIGHTS AND REMEDIES.

9.1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrowers:

(a)    Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5 (insolvency), all Obligations shall become immediately due and payable without any action by Bank);

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(b)    Demand that Borrower (i) deposit cash with Bank in an amount equal to the amount of any outstanding Credit Card Services, as collateral security for the repayment of outstanding Credit Card Services, and (ii) pay in advance all Credit Card Services fees, and Borrower shall promptly deposit and pay such amounts;

(c)    Cease advancing money or extending credit to or for the benefit of each Borrower under this Agreement or under any other agreement between each Borrower and Bank;

(d)    Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable;

(e)    Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Each Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Each Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of each Borrower’s owned premises, each Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise;

(f)    Set off and apply to the Obligations any and all (i) payments received by Bank, (ii) balances and deposits of Borrowers held by Bank, and (iii) indebtedness at any time owing to or for the credit or the account of Borrowers held by Bank;

(g)    Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, each Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, each Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit;

(h)    Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including each Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the Collateral without giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Bank sells any of the Collateral upon credit, each Borrower will be credited only with payments actually made by the purchaser, received by Bank, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank may resell the Collateral and each Borrower shall be credited with the proceeds of the sale;

(i)    Bank may credit bid and purchase at any public sale;

(j)    Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency of each Borrower, any guarantor or any other Person liable for any of the Obligations; and

(k)    Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrowers.

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Bank may comply with any applicable state, provincial, territorial or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

9.2Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; (g) enter into a short-form intellectual property security agreement consistent with the terms of this Agreement for recording purposes only or modify, in its sole discretion, any intellectual property security agreement entered into between Borrower and Bank without first obtaining Borrower’s approval of or signature to such modification by amending Exhibits A, B and C, thereof, as appropriate, to include reference to any right, title or interest in any Copyrights, Patents or Trademarks acquired by Borrower after the execution hereof or to delete any reference to any right, title or interest in any Copyrights, Patents or Trademarks in which Borrower no longer has or claims to have any right, title or interest; and (h) file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of Borrower where permitted by law; provided Bank may exercise such power of attorney to sign the name of Borrower on any of the documents described in clauses (g) and (h) above, regardless of whether an Event of Default has occurred. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide advances hereunder is terminated.

9.3Accounts Collection. At any time after the occurrence and during the continuation of an Event of Default, Bank may notify any Person owing funds to Borrowers of Bank’s security interest in such funds and verify the amount of such Account. Each Borrower shall collect all amounts owing to such Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit.

9.4Bank Expenses. If a Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to such Borrower: (a) make payment of the same or any part thereof; (b) set up such reserves under the Revolving Line as Bank deems necessary to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.5 of this Agreement, and take any action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement.

9.5Bank’s Liability for Collateral. Bank has no obligation to clean up or otherwise prepare the Collateral for sale. All risk of loss, damage or destruction of the Collateral shall be borne by Borrowers.

9.6No Obligation to Pursue Others. Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrowers. Each Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations.

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9.7Remedies Cumulative. Bank’s rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, CCQ by law, or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on each Borrower’s part shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for the specific purpose for which it was given. Each Borrower expressly agrees that this Section 9.7 may not be waived or modified by Bank by course of performance, conduct, estoppel or otherwise.

9.8Demand: Protest. Except as otherwise provided in this Agreement, each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayrnent and any other notices relating to the Obligations.

9.9Shares. Borrowers recognize that Bank may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in federal securities laws and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Borrower acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Bank shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state securities laws, even if such issuer would agree to do so.

10.    NOTICES.

Unless otherwise provided in this Agreement, all notices or demands by any party relating to this Agreement or any other agreement entered into in connection herewith shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by facsimile to Borrowers or to Bank, as the case may be, at its addresses set forth below:

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11.CHOICE OF LAW, VENUE, AND JURISDICTION: JURY TRIAL WAIVER.

11.1THE PARTIES HEREBY AGREE THAT THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS, INSTRUMENTS AND AGREEMENTS RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICTS OF LAW PROVISIONS. BORROWER AND BANK EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY (I) CONSENTS AND SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF CALIFORNIA, AND ANY APPELLATE COURT THEREOF, (II) AGREES THAT ALL ACTIONS AND PROCEEDINGS BASED UPON, ARISING OUT OF, RELATING TO OR OTHERWISE CONCERNING THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT RELATED TO THIS AGREEMENT,    INCLUDING ALL CLAIMS FOR RECOGNITION    OR ENFORCEMENT OF ANY JUDGMENT, SHALL SOLELY AND EXCLUSIVELY BE BROUGHT, HEARD, AND DETERMINED (LITIGATED) IN SUCH COURTS, (III) ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, THE SOLE AND EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, (IV) WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED UPON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO BRINGING OR MAINTAINING ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION, AND (V) AGREES

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TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, OR ANY SUCH OTHER DOCUMENT, INSTRUMENT OR AGREEMENT.    NOTHING HEREIN SHALL LIMIT THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE ENFORCEMENT OF ANY LIENS OR SECURITY INTERESTS IN FAVOR OF BANK ON ANY OF BORROWER’S PROPERTIES OR ASSETS

11.2JURY TRIAL WAIVER. THE UNDERSIGNED ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED UNDER CERTAIN CIRCUMSTANCES. TO THE EXTENT PERMITTED BY LAW, EACH PARTY, AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER CHOICE, KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OTHER DOCUMENT, INSTRUMENT OR AGREEMENT BETWEEN THE UNDERSIGNED PARTIES.

12.    JUDICIAL REFERENCE PROVISION.

13.1.In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

13.2.With the exception of the items specified in Section 12.3, below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

13.3.The matters that shall not be subject to a reference are the following: (i) foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This Judicial Reference Provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference proceeding pursuant to this Judicial Reference Provision as provided herein.

13.4.The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

13.5.The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

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13.6.The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

13.7.Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter attrial.

13.8.The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

13.9.If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

13.10.THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS JUDICIAL REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS JUDICIAL REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

13.    GENERAL PROVISIONS.

13.1    Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties and shall bind all persons who become bound as a debtor to this Agreement; provided, however, that neither this Agreement nor any rights hereunder may be assigned by a Borrower without Bank’s prior written consent, which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to a Borrower to sell, assign, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder.

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13.2    INDEMNIFICATION AND HOLD HARMLESS. WITHOUT LIMITING ANY OTHER PROVISIONS OF THIS AGREEMENT, EACH BORROWER AGREES TO INDEMNIFY AND HOLD BANK HARMLESS FROM AND AGAINST ALL LOSSES, COSTS, DAMAGES,LIABILITIES AND EXPENSES, INCLUDING, WITHOUT LIMITATION, IN-HOUSE AND OUTSIDE ATTORNEYS’ FEES AND DISBURSEMENTS, INCURRED BY BANK IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS    OR ANY LOANS OR TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR BY REASON OF ANY DEFAULT OR EVENT OF DEFAULT, OR ENFORCING THE OBLIGATIONS OF BORROWERS OR ANY LOAN PARTY UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, AS APPLICABLE, OR IN EXERCISING ANY RIGHTS OR REMEDIES OF BANK OR IN THE PROSECUTION OR DEFENSE OF ANY ACTION OR PROCEEDING CONCERNING ANY MATTER GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE APPLICABLE, AND TME BORROWERS SHALL NOT BE LIABLE FOR ANY SUCH LOSSES, COSTS, DAMAGES, LIABILITIES OR EXPENSES, TO THE EXTENT (BUT ONLY TO THE EXTENT) THE SAME ARISE OR RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BANK OR ANY OF ITS AGENTS OR EMPLOYEES. THE PROVISIONS OF THIS SECTION SHALL SURVIVE REPAYMENT OF THE INDEBTEDNESS AND SATISFACTION OF ALL OBLIGATIONS OF BORROWERS TO BANK AND TERMINATION OF THIS AGREEMENT.

13.3    Time of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.

13.4    Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.5    Amendments in Writing, Integration. All amendments to or terminations of this Agreement or the other Loan Documents must be in writing signed by the parties. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the other Loan Documents, if any, are merged into this Agreement and the Loan Documents.

13.6    Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

13.7    Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Bank has any obligation to make any Credit Extension to Borrowers. The obligations of Borrowers to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.

13.8    Confidentiality. In handling any confidential information, Bank and all employees and agents of Bank shall exercise the same degree of care that Bank exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the parent, subsidiaries, or Affiliates and service providers of Bank, (ii) to prospective transferees, participants, or purchasers of any interest in the Obligations, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank, (v) to Bank’s accountants, auditors and regulators, and (vi) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.

13.9    Correction of Loan Documents. Bank may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties.

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13.10    Final Agreement. This Agreement, together with the Loan Documents, entered into by and between Bank and Borrowers with respect to the subject matter contained herein constitutes the entire understanding among the parties with respect to the subject matter hereof. This Agreement supersedes any and all prior oral or written agreements relating to the subject matter hereof.

13.11    Language. For the purposes of a party to this Agreement located in the Province of Quebec (Canada), such party confirms that it is its wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated hereunder or relating hereto, including notices, may also be drawn up in the English language only. En ce qui a trait a toute partie au terrnes de la présente convention qui seraient situées dans la Province de Quebec (Canada), ces parties confirrnent que c’est leur volonté que cette convention et les autres documents de credit soient rédigés en langue anglaise seulenient et que tous les documents, y cornpris tous avis, envisages par cette convention et les autres documents peuvent étre rédigés en langue anglaise seulement.

13.1

14.    CO-BORROWER PROVISIONS.

14.1Primary Obligation. This Agreement is a primary and original obligation of each Borrower and shell remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of all Credit Extensions were advanced to such Borrower. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers, including without limitation Disbursement Request Forms, Borrowing Base Certificates and Compliance Certificates. Furthermore, the successful operation of each Borrower is dependent on the continued successful performance of the integrated group of Borrowers, such that each Borrower will benefit from any Credit Extensions Bank makes to another Borrower.

14.2Enforcement of Rights. Borrowers are jointly and severally liable for the Obligations and Bank may proceed against one or more of the Borrowers to enforce the Obligations without waiving its right to proceed against any of the other Borrowers.

14.3Borrowers as Agents. Each Borrower appoints the other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of both Borrowers, to act as disbursing agent for receipt of any Credit Extensions on behalf of each Borrower and to apply to Bank on behalf of each Borrower for Credit Extensions, any waivers and any consents. This authorization cannot be revoked, and Bank need not inquire as to each Borrower’s authority to act for or on behalf of Borrower.

14.4Subrogation and Similar Rights. Notwithstanding any other provision of this Agreement or any other Loan Document, each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating the Borrower to the rights of Bank under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by the Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section 14.4 shall be null and void. If any payment is made to a Borrower in contravention of this Section 14.4, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

14.5Waivers of Notice. Except as otherwise provided in this Agreement, each Borrower waives notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default; notice of the amount of the Obligations outstanding at any time; notice of intent to accelerate; notice of acceleration; notice of any adverse change in the financial condition of any other Borrower or of any other fact that

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might increase the Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; default; and all other notices and demands to which the Borrower would otherwise be entitled. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Bank’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Nothing contained herein shall prevent Bank from foreclosing on the Lien of any deed of trust, mortgage or other security instrument, or exercising any rights available thereunder, and the exercise of any such rights shall not constitute a legal or equitable discharge of any Borrower. Each Borrower also waives any defense arising from any act or omission of Bank that changes the scope of the Borrower’s risks hereunder.

14.6Subro ation Defe ses. Each Borrower hereby waives any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845, 2847, 2848, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect.

14.7Right to Settle, Release.

(a)The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Bank may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

(b)Without affecting the liability of any Borrower hereunder, Bank may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to a Borrower, (ii) grant other indulgences to a Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to a Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

14.8Subordination. All indebtedness of a Borrower now or hereafter arising held by another Borrower is subordinated to the Obligations and the Borrower holding the indebtedness shall take all actions reasonably requested by Lender to effect, to enforce and to give notice of such subordination.

14.9Keepwell. Each Borrower that is a Qualified Borrower at the time the guaranty, co-Borrower status (or incurrence of joint and several liability), or the grant of a Lien under the Loan Documents, in each case, by any Specified Borrower becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Borrower with respect to such Swap Obligation as may be needed by such Specified Borrower from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified Borrower’s obligations end undertakings under this Section 14 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified Borrower under this Section shall remain in full force and effect until the Obligations have been indefeasibly paid and performed in full in cash. Each Borrower intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Borrower for all purposes of the CEA.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Limeade Inc
By	/s/ Tobias Davis
Name	Tobias Davis
Title	VP Finance
Limeade Technologies Canada Inc
By	/s/ Tobias Davis
Name	Tobias Davis
Title	Managing Director
Comerica Bank
By
Name
Title

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

Limeade Inc
By
Name
Title
Limeade Technologies Canada Inc
By
Name
Title
Comerica Bank
By	/s/ Walter Westow
Name	Walter Westow
Title	SVP

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EXHIBIT A

DEFINITIONS

“Accounts” mean all presently existing and hereafter arising accounts, contract rights, payment intangibles and all other forms of obligations owing to a Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by a Borrower and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by a Borrower and such Borrower’s Books relating to any of the foregoing.

“Advance” or “Advances” mean a cash advance or cash advances under the Revolving Line.

“Advance Rate” means the trailing twelve (12) month Renewal Rate multiplied by the Advance Rate Factor, less in both cases Net Aduro Accounts Payable (provided, that Net Aduro Accounts Payable for purposes of this calculation shall not exceed Aduro Eligible Monthly Recurring Revenue times the Advance Rate Factor). The Advance Rate may be fixed and revised from time to time by Bank based upon Bank’s receipt of the Borrowing Base Reports and other information then available to Bank including information obtained from audits of the Collateral and working capital or other similar audits conducted by or on behalf of Bank and Bank may establish in its reasonable discretion as a secured lender and deduct reserves from time to time.

“Advance Rate Factor” means four times (4x). The Advance Rate Factor may be fixed and revised from time to time by Bank based upon Bank’s receipt of the Borrowing Base Reports and other information then available to Bank including information obtained from audits of the Collateral and working capital or other similar audits conducted by or on behalf of Bank and Bank may establish in its reasonable discretion as a secured lender and deduct reserves from time to time.

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Annual Contract Value” has the meaning assigned in Section 6.7. “Applicable Margin” means one half of one percent (0.50%) per annum.

“Bank Expenses” mean all documented costs or expenses of Bank, or any other holder or owner of the Loan Documents (including, without limit, court costs, legal expenses and reasonable and documented attorneys’ fees and expenses, whether generated in-house or by outside counsel, whether or not suit is instituted, and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy, probate or administrative proceeding or otherwise) incurred in connection with the preparation, negotiation, execution, delivery, amendment, administration, and performance, or incurred in collecting, attempting to collect under the Loan Documents or the Obligations, or incurred in defending the Loan Documents, or incurred in any other matter or proceeding relating to the Loan Documents or the Obligations; and reasonable Collateral audit fees.

“Board of Directors” means the Board of Directors of a Borrower.

“Borrower State” means Washington or Canada, the respective state or jurisdiction under whose laws each Borrower is organized.

“Borrower’s Books” mean all of a Borrower’s books and records including: ledgers; records concerning a Borrower’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Borrowing Base” means an amount equal to the Borrowers’ Eligible Monthly Recurring Revenue, as determined by Bank with reference to the most recent Borrowing Base Certificate or other Borrowing Base Report delivered by Borrowers, multiplied by the Advance Rate.

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“Borrowing Base Certificate” means the certificate substantially in the form attached hereto as Exhibit D.

“Business Day” means any day, other than a Saturday, Sunday or any other day designated as a holiday under Federal or applicable State statute or regulation, on which Bank is open for all or substantially all of its domestic and international business (including dealings in foreign exchange) in San Jose, California, and, in respect of notices and determinations relating the Daily Adjusting LIBOR Rate, also a day on which dealings in dollar deposits are also carried on in the London interbank market and on which banks are open for business in London, England.

“Canadian Benefit Plans” means all material employee benefit plans or arrangements maintained or contributed to by a Borrower that are not Canadian Pension Plans, including all profit sharing, savings, supplemental retirement, retiring allowance, severance,pension, deferred compensation, welfare, bonus, incentive compensation, phantom stock, legal services, supplementary unemployment benefit plans or arrangements and all life, health, dental and disability plans and arrangements in which the employees or former employees of a Borrower participate or are eligible to participate but excluding all stock option or stock purchase plans.

“Canadian Borrower Collateral” mean the undertaking, property and assets of Technologies (real or personal, tangible or intangible, now) existing or hereafter acquired by Technologies, that may at any time be or become subject to a Lien in favour of Bank to secure any or all of the Obligations.

“Canadian Pension Plans” means all plans or arrangements that are considered to be pension plans for the purposes of any applicable pension benefits standards statute or regulation in Canada established, maintained or contributed to by a Borrower for its employees or former employees.

“Cash” means unrestricted cash and cash equivalents.

“CCQ” means Civil Code of Québec and the Regulations thereunder, as from time to time in effect.

“Change in Control” shall mean any transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of Equity Interests then outstanding of a Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of a Borrower, who did not have such power before such transaction.

“Change in Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or introduction of, or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not applicable to Bank on such date, or (ii) any change in interpretation, administration or implementation thereof of any such law, treaty, rule or regulation by any Governmental Authority, or (iii) the issuance, making or implementation by any Governmental Authority of any interpretation, administration, request, regulation, guideline, or directive (whether or not having the force of law), including without limitation, any risk-based capital guidelines or any interpretation, administration, request, regulation, guideline, or directive relating to liquidity. For purposes of this definition, (x) a change in law, treaty, rule, regulation, interpretation, administration or implementation shall include, without limitation, any change made or which becomes effective on the basis of a law, treaty, rule, regulation, interpretation administration or implementation then in force, the effective date of which change is delayed by the terms of such law, treaty, rule, regulation, interpretation, administration or implementation, and (y) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, regulations, guidelines, interpretations or directives promulgated thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or promulgated, whether before or after the date hereof, and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall each be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Closing Date” means the date of this Agreement.

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“Code” means the California Uniform Commercial Code as amended or supplemented from time to time.

“Collateral” means the property described on Exhibit B attached hereto and all Negotiable Collateral and Intellectual Property Collateral to the extent not described on Exhibit B, except to the extent any such property (i) is nonassignable by its terms without the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the Code), or (ii) the granting of a security interest therein is contrary to applicable law, provided that upon the cessation of any such restriction or prohibition, such property shall automatically become part of the Collateral. Without limiting the foregoing, with respect to Technologies, Collateral shall include the Canadian Borrower Collateral.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another, including, without limitation, any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued or provided for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designed to protect such Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by Bank in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyrights” mean any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held.

“Credit Card Services Sublimit” means a sublimit for corporate credit cards and e-commerce or merchant account services under the Revolving Line not to exceed Five Hundred Thousand Dollars ($500,000).

“Credit Extension” means each Advance or any other extension of credit by Bank to or for the benefit of a Borrower hereunder. “Daily Adjusting LIBOR Rate” means, for any day, a per annum interest rate which is equal to the quotient of the following:

(1)for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service at or about 11:00 a.m. (London, England time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the “Daily Adjusting LIBOR Rate” for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or in the absence of such other service, the “Daily Adjusting LIBOR Rate” for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 11:00 a.m. (Detroit, Michigan time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the applicable principal amount of Obligations hereunder which is to bear interest on the basis of the Daily Adjusting LIBOR Rate and for a period equal to one (1) month; divided by

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(2)1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category. provided. however. and notwithstanding anything to the contrary set forth in the Agreement, if at any time the Daily Adjusting LIBOR Rate determined as provided above would be less than zero percent (0%) then the Daily Adjusting LIBOR Rate shall be deemed to be zero percent (0%) per annum for all purposes of the Agreement (the “Daily Adjusting LIBOR 0% Floor”), except for any portion of any outstanding Advance(s) hereunder or any principal Obligations outstanding under this Agreement which at any such time is/are subject to any Specified Hedging Agreement, in which case the Daily Adjusting LIBOR Rate for such portion of such Advance(s) and Obligations shall be determined without giving effect to the Daily Adjusting LIBOR 0% Floor. Each calculation by Bank of the Daily Adjusting LIBOR Rate shall be conclusive and binding for all purposes, absent manifest error.

“Dell” means Dell Financial Services, L.L.C. and any affiliate, successor or assign thereof. “Dollars” mean lawful money of the United States.

“Eligible Monthly Recurring Revenue” means domestic recognized recurring revenue according to GAAP provided that standards of eligibility may be fixed and revised from time to time by Bank in Bank’s reasonable judgment and upon notification thereof to a Borrower in accordance with the provisions hereof. Unless otherwise agreed to in writing by Bank, Eligible Monthly Recurring Revenue shall not include the following:

(a)revenue otherwise included from customers that have provided written notice of their intent to not renew or cancel their contract (“Chum Customer”); however, if a Borrower subsequently receives notice from Chum Customer to agree to renew their contract, such revenue shall not be excluded on the basis of this clause (a);

(b)any non-recurring revenue or revenue related to one-time fees or non-recurring sales;

(c)revenue related to account debtors (other than Kellogg and Stanley) that have failed to pay within ninety (90) days of invoice date;

(d)revenue from Kellogg that Kellogg has failed to pay within one hundred twenty (120) days of invoice date;

(e)revenue related to account debtors that do not have their principal place of business in the United States, except for (i) revenue from an account debtor with its principal place of business in Canadian, (ii) revenue backed by a letter of credit, (iii) revenue backed by credit insurance acceptable to Bank with the Bank named as beneficiary, (iv) revenue from foreign corporations with publicly traded debt rated investment grade by Moody’s and S&P, (v) revenue from Limeade GmbH, or (v) revenue otherwise approved by Bank in writing on a case by case basis;

(f)revenue related to a single contract or to account debtors, including Subsidiaries and Affiliates, whose total obligations to a Borrower exceed twenty-five percent {25%) of all Eligible Monthly Recurring Revenue, to the extent such obligations exceed the aforementioned percentage, except as approved in writing by Bank;

(g)revenue related to account debtors where payment terms may be conditional, such as consignment or promotional;

(h)revenue where the account debtor is an officer, employee, agent or Affiliate of a Borrower;

(i)revenue where the amount is in dispute;

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(j)revenue with respect to which a Borrower is liable to the account debtor for goods sold or services rendered by the account debtor to a Borrower, but only to the extent of any amounts owing to the account debtor against amounts owed to a Borrower;

(k)revenue which Bank reasonably determines after inquiry and consultation with a Borrower to be doubtful;

(l)revenue from unsigned agreements or signed contracts that (i) have not been implemented and (ii) for which payment is not due until such implementation occurs;

(m)revenue from Limeade GmbH in excess of the lesser of(i) 10% of all Eligible Monthly Recurring Revenue and (ii) $375,000; and/or

(n)revenue from Stanley that Stanley has failed to pay within one hundred and five (105) days of invoice date.

“Environmental Laws” mean all laws, rules, regulations, orders and the like issued by any federal, state, municipal, local, foreign, or other governmental or quasi-governmental authority or any agency pertaining to the environment or to any hazardous materials or wastes, toxic substances, flammable, explosive or radioactive materials, asbestos or other similar materials.

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which a Borrower has any interest.

“Equity Interests” mean, with respect to any Person, the capital stock, partnership, membership or limited liability company interest, or other equity securities or equity ownership interest of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder. “Event of Default” has the meaning assigned in Article 8.

“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time in the United States.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supranational bodies such as the European Union or the European Central Bank).

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, (d) all Contingent Obligations, and (e)all obligations arising under the Credit Card Services Sub limit, if any.

“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the United States Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) and the Companies Creditors Arrangement Act (Canada), each as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property Collateral” means all of Borrower’s right, title, and interest in and to the following:

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(o)Copyrights, Trademarks and Patents;

(p)Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(q)Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;

(r)Any and all claims for damages by way of past, present and future infringement of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified above;

(s)All licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights;

(t)All amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and

(u)All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

“Inventory” means all present and future inventory in which Borrower has any interest.

“Investment” means any beneficial ownership (including Equity Interests) of any Person, or any loan, advance or capital contribution to any Person.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

“Letter of Credit” means a commercial or standby letter of credit or similar undertaking issued by Bank at a Borrower’s request. “Lien” means any mortgage, lien, hypothec, deed of trust, charge, pledge, security interest or other encumbrance.

“Limeade GmbH” means Sitrion Systems GmbH, a limited liability company organized under the laws of Germany and also known as Limeade GmbH.

“Liquidity” has the meaning assigned in Section 6.7.

“Loan Documents” mean, collectively, this Agreement, any guaranty, any note or notes executed by Borrowers, and any other document, instrument or agreement entered into in connection with this Agreement, all as amended or extended from time to time.

“Material Adverse Effect” means (i) a material adverse change in a Borrower’s business or financial condition, (ii) a material impairment in the prospect of repayment of all or any portion of the Obligations or in otherwise performing a Borrower’s obligations under the Loan Documents, or (iii) a material impairment in the perfection, value or priority of Bank’s security interests in the Collateral.

“Negotiable Collateral” means all of a Borrower’s present and future letters of credit of which it is a beneficiary, drafts, instruments (including promissory notes), securities, documents of title, and chattel paper, and a Borrower’s Books relating to any of the foregoing.

“Net Aduro Accounts Payable” means the amount equal to Aduro accounts payable less Aduro accounts receivable, provided, that Net Aduro Accounts Payable shall not be less than zero.

“Net Cash” has the meaning assigned in Section 6.7.

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“Obligations” mean all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrowers pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrowers to others that Bank may have obtained by assignment or otherwise.

“Patents” mean all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Periodic Payments” mean all installments or similar recurring payments that a Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between a Borrower and Bank.

“Permitted Indebtedness” means:

(a)Indebtedness of a Borrower in favor of Bank arising under this Agreement or any other Loan Document;

(b)Indebtedness existing on the Closing Date and disclosed in the Schedule;

(c)Indebtedness not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and provided further that at no time shall Borrowers permit aggregate Indebtedness owing by Borrowers to Dell to exceed Two Hundred Fifty Thousand Dollars ($250,000) unless Borrowers have provided evidence satisfactory to Bank that the Liens in favor of Dell have been amended to cover only specific financed equipment on terms satisfactory to Bank.

(d)Subordinated Debt;

(e)Indebtedness to trade creditors incurred in the ordinary course of business;

(f)Indebtedness that constitutes a Permitted Investment; and

(g)Extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose more burdensome terms upon a Borrower or its Subsidiary, as the case may be.

“Permitted Investments” mean:

(a)Investments existing on the Closing Date disclosed in the Schedule;

(b)(i) Marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Rating Service or Moody’s Investors Service, Inc., (iii) Bank’s certificates of deposit maturing no more than one (1) year from the date of investment therein, and (iv) Bank’s money market accounts and deposit accounts;

(c)Repurchases of Equity Interests from former employees, directors, or consultants of a Borrower under the terms of applicable equity repurchase agreements (i) in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases, or (ii) in any amount where the

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consideration for the repurchase is the cancellation of indebtedness owed by such former employees, directors or consultants to a Borrower regardless of whether an Event of Default exists;

(d)Investments accepted in connection with Permitted Transfers;

(e)Investments by Borrowers in Limeade GmbH in an aggregate not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate in any fiscal year;

(f)Investments not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year consisting of travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of Equity Interests of a Borrower or its Subsidiaries pursuant to employee equity purchase agreements approved by a Borrower’s Board of Directors;

(g)Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of a Borrower’s business;

(h)Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business, provided that this subparagraph (h) shall not apply to Investments of a Borrower in any Subsidiary;

(i)Joint ventures or strategic alliances in the ordinary course of a Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by a Borrower do not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year.

“Permitted Liens” mean:

(a)    Any Liens existing on the Closing Date and disclosed in the Schedule (excluding Liens to be satisfied with the proceeds of the Advances) or arising under this Agreement or the other Loan Documents;

(b)    Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings and for which a Borrower maintains adequate reserves, provided the same have no priority over any of Bank’s security interests;

(c)    Liens securing Indebtedness not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate (i) upon or in any Equipment acquired or held by a Borrower or any of its Subsidiaries to secure the purchase price of such Equipment or indebtedness incurred solely for the purpose of financing the acquisition or lease of such Equipment, or (ii) existing on such Equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such Equipment;

(d)    Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase;

(e)    Liens relating to Subordinated Debt, if approved by Bank and if appropriate subordination agreements or intercreditor agreements, containing terms satisfactory to Bank in its sole discretion, have been delivered to Bank;

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(f)    Liens securing Indebtedness permitted pursuant to clause (i) of the definition of “Permitted Indebtedness”; and

(g)    Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Sections 8.4 (attachment) or 8.8 (judgments/settlements).

“Permitted Transfer” means the conveyance, sale, lease, transfer or disposition by Borrowers or any Subsidiary of:

(a)    Inventory in the ordinary course of business;

(b)    Non-exclusive licenses and similar arrangements for the use of the property of Borrowers or Subsidiaries in the ordinary course of business;

(c)    Worn-out, obsolete, or surplus Equipment;

(d)    Transfers that are explicitly permitted by Section 7; or

(e)    Other assets of Borrowers or Subsidiaries that do not in the aggregate exceed Two Hundred Fifty Thousand Dollars ($250,000) during any fiscal year.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“Prime Rate” means the per annum interest rate established by Bank as its prime rate for its borrowers, as such rate may vary from time to time, which rate is not necessarily the lowest rate on loans made by Bank at any such time.

“Prime Referenced Rate” means, for any day, a per annum interest rate which is equal to the Prime Rate in effect on such day, but in no event and at no time shall the Prime Referenced Rate be less than the sum of the Daily Adjusting LIBOR Rate for such day plus two and one-half percent (2.50%) per annum. If, at any time, Bank determines that it is unable to determine or ascertain the Daily Adjusting LIBOR Rate for any day, the Prime Referenced Rate for each such day shall be the Prime Rate in effect at such time, but not less than two and one-half percent (2.50%) per annum.

“Prohibited Territory” means any person or country listed by the Office of Foreign Assets Control of the United States Department of Treasury as to which transactions between a United States Person and that territory are prohibited.

“Qualified Borrower” means, at any time, each Borrower with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the CEA and can cause another Person to qualify as an “eligible contract participant” at such time under Section la(18)(A)(v)(II) of the CEA.

“Renewal Rate” means (i) 100% minus (ii) the lost annual recurring revenue during the reporting period divided by total annual recurring revenue at the start of such reporting period.

“Request for Advance” means a Loan Advance/Paydown Request Form issued by the Borrower under the Agreement in the form annexed to this Agreement as Exhibit C.

“Responsible Officer” means each of the Authorized Signers set forth in the Corporation Resolutions and Incumbency Certification Authority to Procure Loans or a delegate thereof as set forth in the Delegation of Authority.

“Restricted Agreement” is any material license or other material agreement (other than over-the-counter software that is commercially available to the public and “open source” licenses) to which a Borrower is a party or under

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which a Borrower is bound (including licenses and agreements under which a Borrower is the licensee): (a) that prohibits or otherwise restricts a Borrower from assigning to Bank, or granting to Bank a Lien in, a Borrower’s interest in such license or agreement, the rights arising thereunder or any other property, or (b) for which a default under or termination of such license or contract could interfere with the Bank’s right to use, license, sell or collect any Collateral or otherwise exercise its rights and remedies with respect to the Collateral under the Loan Documents or applicable law provided that “Restricted Agreement” shall not include customary software as a service or similar agreements or licenses entered into in the ordinary course of a Borrower’s business with customers of a Borrower pursuant to which a Borrower provides services or non-exclusive licenses to Borrower’s products or software in the ordinary course of such Borrower’s business.

“Revolving Line” means a Credit Extension of up to Fifteen Million Dollars ($15,000,000) (inclusive of the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves under the Credit Card Services Sub limit).

“Revolving Maturity Date” means December 31, 2020.

“Schedule” means the schedule of exceptions attached hereto and approved by Bank, if any.

“Shares” is one hundred percent (100%) of the Equity Interests owned or held of record by a Borrower or a Borrower’s Subsidiary, in any Subsidiary (except in the case of Limeade GmbH, “Share” is sixty five percent (65%) of the Equity Interests owned or held of record by a Borrower).

“Sitrion Acquisition” means Limeade’s purchase of the Purchased Assets (as such term is defined in the Sitrion Asset Purchase Agreement) and 100% of the Equity Interests of Sitrion Systems GmbH from Sitrion Holdings, Inc. and Sitrion Inc. pursuant to the Sitrion Asset Purchase Agreement.

“Sitrion Asset Purchase Agreement” means the Asset Purchase Agreement dated as of August 24, 2018 entered into between Limeade, Sitrion Holdings, Inc. and Sitrion Inc. pursuant to which Limeade purchased the Purchased Assets (as such term is defined therein) and 100% of the Equity Interests of Sitrion Systems GmbH, in the form provided to Bank as of the Closing Date.

“SOS Reports” mean the official reports from the Secretaries of State of each Borrower State and other applicable federal, provincial, territorial, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.

“Specified Borrower” means any Borrower that is not then an “eligible contract participant” under the CEA (determined prior to giving effect to Section 14.9).

“Specified Hedging Agreement” means any agreement or other documentation between the Borrower (or any of them) and Bank providing for an interest rate swap that does not provide for a minimum rate of zero percent (0%) with respect to determinations of the Daily Adjusting LIBOR Rate, for the purposes of such interest rate swap (e.g., determines the floating amount by using the “negative interest method” rather than the “zero interest rate method” in the case of any such interest rate swap made under any master agreement or other documentation published by the International Swaps and Derivatives Association, Inc.).

“Stanley” means Stanley Black and Decker, Inc.

“Subordinated Debt” means any debt incurred by a Borrower that is subordinated in writing to the debt owing by a Borrower to Bank on terms reasonably acceptable to Bank (and identified as being such by a Borrower and Bank).

“Subsidiary” means any corporation, partnership or limited liability company or joint venture in which (i) any general partnership interest or (ii) more than fifty percent (50%) of the Equity Interests of which by the terms thereof ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by a Borrower, either directly or through an Affiliate.

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“Success Fee Amount” has the meaning assigned in Section 2.5(d).

“Swap Obligation” means, with respect to any Borrower, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section la(47) of the CEA.

“Trademarks” mean any trademark and servicernark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of a Borrower connected with and symbolized by such trademarks.

“Trigger Event” means (a) a “Deemed Liquidation Event”, or (b) any “Qualified IPO”, in each case as such terms are defined in the Third Amended and Restated Articles of Incorporation of Limeade filed October 24, 2014, as the same may be amended from time to time (the “Amended Charter”). If such terms are not defined in such Amended Charter, such terms shall have the meaning assigned in the Third Amended and Restated Articles of Incorporation of Limeade filed October 24, 2014.

“United States” means the United States of America.

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EX-10.7(1)

Exhibit 10.7(1)

FIRST AMENDMENT AND WAIVER TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This First Amendment and Waiver to Amended and Restated Loan and Security Agreement is entered into as of June 17, 2020 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrowed’ or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).

RECITALS

A. Borrowers and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of May 10, 2019 (as the same may from time to time be amended, restated, modified or supplemented, the “Agreement”).

NOW, THEREFORE, the parties agree as follows:

1.Amendments

1.1    Clause (e) of the defined term “Permitted Investment’ set forth on Exhibit A to the Agreement is amended to read as follows:

“(e) Investments by Borrowers in Limeade GmbH in an aggregate amount not to exceed One Million Five Hundred Thousand Dollars ($l,500,000) in the aggregate in any fiscal year;”

1.2    Section 6.6 (Accounts). Section 6.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

“6.6 Accounts.Each Borrower shall maintain at all times all of its depository, operating and investment accounts in the United States with Bank and its Lockbox in the United States at Bank. Notwithstanding the foregoing, Borrowers may maintain accounts outside the United States provided that the aggregate amount maintained in all ace ts outside the United States held by all Borrowers and Subsidiaries (including Limeade GmbH), collectively, does not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000).”

1.3    Waiver. Borrowers acknowledge that there are existing and uncured Events of Default on account of(i) Borrowers’ failure to deliver a one month income statement and cash flow statement for the period ending December 31, 2018, and for the periods ending April 30, 2019 through October 31, 2019, (ii) the failure of Borrowers’ total assets to be equal to or exceed its total liabilities and equity on the balance sheet for the periods ending March 31, 2019 and April 30, 2019, and (iii) Borrowers’ failure to deliver a completed Compliance Certificate for the months ended June 30, 2019, August 31, 2019 and September 30, 2019 (collectively, the “Existing Defaults”). Provided that Borrowers comply with the terms and conditions of this Amendment and the Agreement after the date of this Amendment, Bank waives the Existing Defaults. Bank does not waive any failure to comply with the above-referenced Sections of the Agreement after the date of this Amendment and Bank does not waive any other failure by any Borrower to perform its Obligations under the Loan Documents at any time. This waiver is not a continuing waiver with respect to any failure to perform any Obligation, is specific as to content and time and shall not constitute a waiver of any other current or future default or breach of any covenants contained in the Agreement or the terms and conditions of any other documents signed by a Borrower in favor of Bank. The Bank may still exercise its rights or any other or further rights against Borrowers because of any other breach not waived.

2.Unless otherwise defined, all initially capitalized terns in this Amendment shall be as defined in the Agreement.

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3.Bank and Borrower acknowledge that the Revolving Maturity Date of the Agreement was July 25, 2019 and that no Advances are outstanding under the Revolving Line. Notwithstanding tie foregoing, the Agreement, as amended by this Amendment, remains in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, or any other Loan Document, as in effect prior to the date hereof. Each Borrower ratifies and reaffirms the continuing effectiveness of the Agreement and all agreements entered into in connection with the Agreement.

4.Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment (except to the extent such representations and warranties expressly relate to another date), and, except for the Existing Defaults, no Event of Default has occurred and is continuing.

5.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

6.Sections I I and 12 of the Agreement are incorporated herein, miuatis mutandis.

7.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance reasonably satisfactory to Bank, the following:

(a)    this Amendment, duly executed by Borrowers;

(b)    an amount equal to all Bank Expenses incurred in connection with this Amendment and

(c)    such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Limeade, Inc.		Comerica
By:	/s/ Tobias Davis	By:
Name:	Tobias Davis	Name:
Title:	CFO	Title:
Limeade Technologies Canada Inc
By	/s/ Tobias Davis
Name	Tobias Davis
Title	Managing Director

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written.

Limeade, Inc.	Comerica
By:	By:	/s/ Shane Merkord
Name:	Name:	Shane Merkord
Title:	Title:	Vice President
Limeade Technologies Canada Inc
By
Name
Title

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EX-10.7(2)

Exhibit 10.7(2)

SECOND AMENDMENT TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Second Amendment to Amended and Restated Loan and Security Agreement is entered into as of December 30, 2020 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”) and LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”; Limeade and Technologies are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require”).

RECITALS

A. Borrowers and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of May 10, 2019 as amended from time to time including without limitation by that certain First Amendment and Waiver to Amended and Restated Loan and Security Agreement dated as of June 17, 2020 (as the same may from time to time be amended, restated, modified or supplemented, the “Agreement”).

NOW, THEREFORE, the parties agree as follows:

1.Amendments

1.1The following defined terms are each hereby added to, or amended in as the case may be, Exhibit A to the Agreement, to read as follows:

“Acquisition Due Diligence” means satisfactory due diligence materials on a proposed acquisition target, including, but not limited to, Day 1 balance sheet, historical financials, projected consolidating and consolidated financials, CPA audits, reports of an accounting firm acceptable to Bank, sale/purchase documents, corporate organization chart and other information provided by Borrowers that Bank may reasonably request, all of which must be delivered to Bank not later than fifteen (15) Business Days prior to a targeted acquisition closing date.

“Advance Rate” means the Advance Rate Factor, less Net Aduro Accounts Payable (provided, that Net Aduro Accounts Payable for purposes of this calculation shall not exceed Aduro Eligible Monthly Recurring Revenue times the Advance Rate Factor). The Advance Rate may be fixed and revised from time to time by Bank based upon Bank’s receipt of the Borrowing Base Reports and other information then available to Bank including information obtained from audits of the Collateral and working capital or other similar audits conducted by or on behalf of Bank and Bank may establish in its reasonable discretion as a secured lender and deduct reserves from time to time.

“Advance Rate Factor” means (i) four times (4x) for the period beginning on the Second Amendment Date through March 31, 2022, (ii) 3.75x for the period beginning on April 1, 2022 through June 30, 2022, (iii) 3.50x for the period beginning on July 1, 2022 through September 30, 2022, and (iv) 3.25x for the period beginning on October 1, 2022 through December 31, 2022. The Advance Rate Factor may be fixed and revised from time to time by Bank based upon Bank’s receipt of the Borrowing Base Reports and other information then available to Bank including information obtained from audits of the Collateral and working capital or other similar audits conducted by or on behalf of Bank and Bank may establish in its reasonable discretion as a secured lender and deduct reserves from time to time.

“Letter of Credit” means a commercial or standby letter of credit or similar undertaking issued by Bank at Borrower’s request in accordance with Section 2.1(b)(iii).

“Letter of Credit Sublimit” means a sublimit for Letters of Credit under the Revolving Line not to exceed One Million Dollars ($1,000,000).

“Revolving Line” means a Credit Extension of up to Fifteen Million Dollars ($15,000,000) (inclusive of the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit and the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves under the Credit Card Services Sublimit).

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“Revolving Maturity Date” means December 31, 2022. “Second Amendment Date” means December 30, 2020.

1.2     Section 2.1(b) (Advances Under Revolving Line). Section 2.1(b) of the Agreement is deleted in its entirety and replaced with the following:

(b)    Advances Under Revolving Line.

(i)Amount. Subject to and upon the terms and conditions of this Agreement Borrowers may request Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, less the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves under the Credit Card Services Sublimit and the aggregate face amount of Letters of Credit issued under the Letter of Credit Sublimit. Except as set forth in this Agreement, amounts borrowed pursuant to this Section 2.1(b) may be repaid and re-borrowed at any time without penalty or premium prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(b) shall be immediately due and payable. Any repayment hereunder shall also be accompanied by the payment of all accrued and unpaid interest on the amount so repaid. Each Borrower hereby acknowledges and agrees that the foregoing shall not, in any way whatsoever, limit, restrict, or otherwise affect Bank’s right to make demand for payment of all or any part of the Obligations under the Agreement due on a demand basis in Bank’s sole and absolute discretion.

(ii)Form of Request. Whenever Borrowers desire an Advance, a Borrower will notify Bank (which notice shall be irrevocable) by facsimile transmission or telephone no later than 3:00 p.m. Pacific time, on the Business Day that the Advance is to be made. . Each such notice shall be made in accordance with Section 2.3(c) hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. The notice shall be signed by a Responsible Officer. Bank will credit the amount of Advances made under this Section 2.1(b) to a Borrower’s deposit account.

(iii)Credit Card Services Sublimit. Subject to the terms and conditions of this Agreement, Borrowers may request corporate credit cards and standard and e-commerce merchant account services from Bank (collectively, the "Credit Card Services"). The aggregate limit of the corporate credit cards and merchant credit card processing reserves shall not exceed the Credit Card Services Sublimit, provided that availability under the Revolving Line shall be reduced by the aggregate limits of the corporate credit cards issued to Borrowers and merchant credit card processing reserves. In addition, Bank may, in its sole discretion, charge as Advances any amounts that become due or owing to Bank in connection with the Credit Card Services. The terms and conditions (including repayment and fees) of such Credit Card Services shall be subject to the terms and conditions of the Bank's standard forms of application and agreement for the Credit Card Services, which each Borrower hereby agrees to execute.

(iv)Letter of Credit Sublimit. Subject to the availability under the Revolving Line, and in reliance on the representations and warranties of Borrowers set forth herein, at any time and from time to time from the date hereof through the Business Day immediately prior to the Revolving Maturity Date, Bank shall issue for the account of Borrower such Letters of Credit as a Borrower may request by delivering to Bank a duly executed letter of credit application on Bank’s standard form; provided, however, that the outstanding and undrawn amounts under all such Letters of Credit (i) shall not at any time exceed the Letter of Credit Sublimit, and (ii) shall be deemed to constitute Advances for the purpose of calculating availability under the Revolving Line provided further, that unless Bank agrees otherwise the maturity date of any such Letter of Credit shall not be later than the Revolving Maturity Date. Any drawn but unreimbursed amounts under any Letters of Credit shall be charged as Advances against the Revolving Line. All Letters of Credit shall be in form and substance and shall include terms (including, without limitation, the expiration date thereof) acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of letter of credit application and agreement. Borrowers will pay any standard issuance and other fees that Bank notifies Borrowers it will charge for issuing and processing Letters of Credit.

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(v)Collateralization of Obligations Extending Beyond Maturity. If Borrowers have not secured to Bank’s satisfaction obligations with respect to any Credit Card Services or Letters of Credit that may extend beyond the Revolving Maturity Date, then, effective as of the Revolving Maturity Date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in a Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding Credit Card Services or Letters of Credit; provided, however, that if there are insufficient balances in such accounts to secure such obligations, Borrowers shall immediately deposit such additional funds as are necessary to fully secure such obligations. Each Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by a Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Credit Card Services or Letters of Credit are outstanding or continue.

1.3    Section 2.4(e) (Success Fee). Clause (e) of Section 2.4 of the Agreement (Success Fee) is deleted in its entirety and replaced with the following:

(e)    Success Fee. On the Second Amendment Date, Borrowers shall pay to Bank a one-time success fee equal to One Hundred Thousand Dollars ($100,000) (the “Success Fee”).

1.4     Section 6.2(d). Clause (d) of Section 6.2 of the Agreement is deleted in its entirety and replaced with the following:

(d) Bank shall have a right (without duplication of any right set forth in Section 4.3) from time to time hereafter to (i) audit each Borrower’s Accounts and appraise Collateral at such Borrower’s expense, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing, provided further that such audit may be conducted remotely; and (ii) remotely audit Limeade GmbH’s Accounts and appraise its property at Borrowers’ expense, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing).

1.5     Section 6.7 (Financial Covenants). Section 6.7 of the Agreement is deleted in its entirety and replaced with the following:

6.7 Financial Covenants. Each Borrower shall at all times maintain the following financial ratios and covenants:

(a)Minimum Annual Contract Value. At such time as the Borrowers’ aggregate Net Cash falls below $2,000,000, Borrowers shall collectively at all times thereafter maintain a minimum Annual Contract Value of at least the following for the respective periods, calculated based on a current month basis of Limeade Annual Contract Value, based on the actual Limeade Annual Contract Value for the month with respect to which the calculation is being made:

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Minimum Annual Contract Value

	2020	2021	2022
January	$49,000,000	$48,000,000	$55,000,000
February	$50,000,000	$48,000,000	$55,000,000
March	$51,000,000	$48,000,000	$55,000,000
April	$52,500,000	$48,500,000	$55,500,000
May	$54,000,000	$48,500,000	$55,500,000
June	$55,500,000	$48,500,000	$55,500,000
July	$57,000,000	$50,000,000	$57,000,000
August	$58,500,000	$50,000,000	$57,000,000
September	$59,000,000	$50,000,000	$57,000,000
October	$60,000,000	$51,000,000	$58,000,000
November	$62,000,000	$52,000,000	$60,000,000
December	$63,000,000	$55,000,000	$63,000,000 (for December, 2022 and for each month thereafter)

As used herein, “Net Cash” means the aggregate balance of unrestricted cash and cash equivalents maintained at Bank minus the aggregate amount of the Obligations.

As used herein, “Annual Contract Value” means expected annual revenue from all closed and signed customer contracts (including such annual revenue from Limeade GmbH), as measured once billing commences. “Annual Contract Value” shall be exclusive of cancelled or not renewed contracts.

(b)Minimum Liquidity. Each Borrower shall at all times maintain a Liquidity of not less than Two Million Dollars ($2,000,000). As used in this Section 6.7(b), “Liquidity” means the sum of unrestricted cash maintained at Bank plus the net amount of Advances available under Section 2.1(b)(i).

1.6    Section 6.12 (Creation/Acquisition of Subsidiaries). Section 6.12 of the Agreement is deleted in its entirety and replaced with the following:

6.12 Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the generality of the negative covenants contained in Sections 7.3 and

7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrowers shall (a) cause such new Subsidiary to provide to Bank a secured guaranty or joinder to this Agreement to cause such Subsidiary to become a guarantor or co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, which in Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.12 shall be a Loan Document.

1.7    Section 6.13 (ASX Reporting). A new Section 6.13 (ASX Reporting) is added to the Agreement to read as follows:

6.13 Australian Stock Exchange (ASX) Financial Statements, Reports, Certificates. Each Borrower shall deliver to Bank copies of all statements, reports and notices filed with, or required to be filed with, the Australian Stock Exchange, including: (i) within five (5) days of the AXS required filing date, company

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prepared consolidated and consolidating cash flow statements (ASX Appendix 4C) covering such Borrower’s operations during such period; (ii) within five (5) days of the ASX required filing date, a company prepared ASX Final Report (ASX Appendix 4E – Annual financials), (iii) within five (5) days of the ASX required filing date, ASX Annual Report (ASX Annual Report) together with audited consolidated and consolidating financial statements of such Borrower, and (iv) within five (5) days of the ASX required filing date, ASX Half year financials (ASX Appendix 4D – Financials for first half of each year) together with audited consolidated and consolidating financial statements of such Borrower for such period. Notwithstanding anything to the contrary herein, nothing in this Section 6.13 shall obligate Borrowers to make disclosures to Bank that would violate any ASX rule or obligation regarding the non-public disclosure of information.

1.8    Section 7.3 (Amalgamations, Mergers or Acquisitions). Section 7.3 of the Agreement is deleted in its entirety and replaced with the following:

7.3 Amalgamations, Mergers or Acquisitions. Amalgamate, merge or consolidate, or permit any of its Subsidiaries to amalgamate, merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into a Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the Equity Interests or property of another Person, or enter into any agreement to do any of the same; except, with respect to any such transaction, if the following conditions are met (such transaction satisfying the following conditions, a “Permitted Acquisition”):

(a)The total consideration for such transaction (inclusive of the purchase price, maximum potential earnouts measured at fair market value, deferred purchase price, assumption of liabilities measured at fair market value, restructuring and/or integration charges) and all transaction costs shall be fully funded solely with the cash proceeds of a Borrower’s simultaneous issuance of new equity securities to investors;

(b)the target assets or Person, and the business or businesses acquired as a result of such transaction or resulting from such transaction, shall be in the same or a substantially similar line of business as the business currently (as of the Second Amendment Date) conducted by the Borrowers entering into such transaction and shall be formed in and principally located in the United States;

(c)the transaction and target assets or Person shall be accretive to earnings as demonstrated by satisfactory audited historical financial statements or by a quality of earnings report from a top tier CPA firm;

(d)such transaction does not result in a change in top management positions;

(e)such transaction does not result in a Change in Control and no Change of Control would exist after giving effect to such transaction;

(f)no material Event of Default has occurred, is continuing or would exist after giving effect to such transaction;

(g)the Borrowing Base shall not include revenue of unaudited entities at any time and Borrower may not advance on revenue of acquired entities prior to Bank’s completion of an accounts receivable audit with results satisfactory to Bank;

(h)prior to any Borrower or any Subsidiary incurring or assuming any Indebtedness, deferred purchase price payments or earnouts from or as a result of such transaction, any such Indebtedness, deferred purchase price payments or earnouts shall first be approved by Bank in writing and if approved in writing by Bank shall, in any event, be unsecured and subordinated to Bank on terms satisfactory to Bank as evidenced by a subordination agreement in form satisfactory to Bank;

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(i)Subject to Borrowers’ continued compliance obligations with any applicable stock exchange rules or regulatory restrictions or requirements relating to the disclosure of such information, Borrowers shall have delivered (i) notice of the proposed transaction not less than thirty (30) Business Days prior to the closing of such transaction, together with a summary of material terms, and (ii) transaction documents (which may be in draft form) as soon as practicable following such notice, but in any event not less than twenty (20) Business Days prior to the closing of such transaction, and such historical financial statements with respect to the target assets or Person and updated projections as provided pursuant to such transaction documents, and calculations demonstrating financial covenant compliance immediately following the effectiveness of such transaction and for the then-next twelve month period after giving pro forma effect to such proposed transaction, and (iii) commercially reasonable and appropriate Acquisition Due Diligence; and

(j)in the case of a merger, amalgamation, consolidation or acquisition, Borrower shall be the surviving entity, and in the case of the formation or acquisition of a new Subsidiary, Borrowers shall comply with Section 6.12 with respect to such new Subsidiary and Borrowers shall execute, and cause all acquired entities or Subsidiaries to execute and deliver to Bank all other documents reasonably requested by Bank in connection with this Agreement.

All mergers, amalgamations, consolidations or acquisitions that do not constitute a Permitted Acquisition require Bank’s prior written consent.

1.9    Section 9.1(b) (Rights and Remedies). Section 9.1(b) of the Agreement is deleted in its entirety and replaced with the following:

(b) Demand that Borrower (i) deposit cash with Bank in an amount equal to the amount of any outstanding Credit Card Services, as collateral security for the repayment of outstanding Credit Card Services and deposit cash with Bank in an amount equal to the amount of any Letters of Credit remaining undrawn or outstanding, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Credit Card Services fees and all Letter of Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit, and Borrower shall promptly deposit and pay such amounts;

1.10    Section 13.12 (Electronic Signatures). A new Section 13.12 is added to the Agreement to read as follows:

13.12 Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement and any Loan Document shall be as valid as an original manually executed signature of such party and shall be effective to bind such party to this Agreement or such Loan Document, and that any electronically signed document (including this Agreement and any Loan Document) shall be deemed (i) to be “written” or “in writing,” and (ii) to have been “signed” or “duly executed”. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means or a signature through an electronic signature technology platform. Notwithstanding the foregoing, Bank may require original manually executed signatures (and upon Bank’s request, Borrowers shall deliver such original manually executed signatures to Bank).

1.11    Exhibit E (Compliance Certificate).    Exhibit E (Compliance Certificate) attached to the Agreement is amended and replaced with Exhibit E (Compliance Certificate), attached hereto.

2.Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement.

3.The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and

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reaffirms the continuing effectiveness of the Agreement and all instruments, documents and agreements entered into in connection with the Agreement.

4.Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and, except for the Existing Defaults, no Event of Default has occurred and is continuing.

5.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

6.Sections 11 and 12 of the Agreement are incorporated herein, mutatis mutandis.

7.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance reasonably satisfactory to Bank, the following:

(a)this Amendment, duly executed by Borrowers;

(b)an officer’s certificate of each Borrower with respect to incumbency and resolutions, duly completed and executed by Borrowers;

(c)payment of $100,000, in full satisfaction of the Success Fee;

(d)an amount equal to all Bank Expenses incurred in connection with this Amendment; and

(e)such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. Each Borrower also acknowledges and agrees that Borrower’s electronic signature below indicates Borrower’s agreement to, and intention to be legally bound.

Limeade, Inc.		Comerica
By:	/s/ Tobias Davis	By:	/s/ Shane Merkord
Name:	Tobias Davis	Name:	Shane Merkord
Title:	CFO	Title:	Vice President
Limeade Technologies Canada Inc
By	/s/ Tobias Davis
Name	Tobias Davis
Title	Managing Director

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EX-10.7(3)

Exhibit 10.7(3)

THIRD AMENDMENT, CONSENT AND JOINDER TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Third Amendment and Joinder to Amended and Restated Loan and Security Agreement is entered into as of November 12, 2021 (the “Amendment”) by and among COMERICA BANK (“Bank”), LIMEADE, INC., a Washington corporation (“Limeade”), LIMEADE TECHNOLOGIES CANADA INC., a Quebec corporation (“Technologies”) and TINYhr Inc., a Delaware corporation dba TINYpulse (“Tiny” or “New Borrower”; Limeade, Technologies and Tiny are each a “Borrower” and collectively, the “Borrowers” provided that each reference to “Borrower” or “Borrowers” in this Agreement and the Loan Documents shall mean and refer to each Borrower, individually, and/or to all the Borrowers, collectively and in the aggregate, as determined by Bank as the context may require).

RECITALS

A.Limeade, Technologies and Bank are parties to that certain Amended and Restated Loan and Security Agreement dated as of May 10, 2019 as amended from time to time including without limitation by that certain First Amendment and Waiver to Amended and Restated Loan and Security Agreement dated as of June 17, 2020 and that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of December 30, 2020 (as the same may from time to time be amended, restated, modified or supplemented, the “Agreement”).

B.Borrowers have asked Bank to consent to (i) the creation of Tiny Acquisition Corp., a Washington corporation (“Merger Sub”) by Limeade, as a wholly-owned subsidiary of Limeade, and (ii) Merger Sub’s merger with and into Tiny (the “TINYpulse Merger”) pursuant to an Agreement and Plan of Merger among Merger Sub, Limeade, Tiny (as Company, as defined therein), and David Niu (as Company Representative, as defined therein), dated July 19, 2021, in the form provided to Bank as of the date of this Amendment (the “TINYpulse Merger Agreement”), with Tiny being the sole surviving corporation in the TINYpulse Merger, and a wholly-owned subsidiary of Limeade, effective simultaneously with the closing of the TINYpulse Merger and immediately thereafter. Effective simultaneously with the closing of the TINYpulse Merger and thereafter, Limeade shall own 100% of the Equity Interests of Tiny, including the indirect ownership in, and right to wholly control all of the activities of, all the Subsidiaries of Tiny including Cong Ty TNHH TINYpulse, Tiny’s wholly owned Subsidiary organized under the laws of Vietnam (the “Tiny Acquisition”). Borrowers have further asked Bank to add Tiny as a Borrower under the Agreement. Bank is willing to consent to the Tiny Acquisition and add Tiny as a Borrower under the Agreement, subject in each case to and on the terms and conditions set forth in this Amendment and the Agreement, and Bank and Borrowers also wish to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.Addition of Co-Borrower; Joinder.

1.1By execution and delivery of this Amendment, Tiny (“Tiny” or “New Borrower”) shall, and hereby, becomes a Borrower (as defined in the Agreement) under the Agreement and the applicable Loan Documents as if an original signatory thereto, effective as of the date hereof. New Borrower is hereby deemed a Borrower under the Agreement and the Loan Documents. Each reference to “Borrower” in this Amendment, the Agreement and each Loan Document shall mean and refer to Limeade, Technologies, Tiny and each additional Person added as a Borrower from time to time, both individually and collectively.

1.2New Borrower further: (i) acknowledges and agrees that it has read the Agreement and the Loan Documents, (ii) consents to all of the provisions of the Agreement and the Loan Documents relating to a Borrower, and (iii)

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acknowledges and agrees that this Amendment and the Agreement have been freely executed without duress and after an opportunity was provided to each New Borrower for review of this Amendment by competent legal counsel of its choice.

1.3Without limiting the generality of the foregoing, (i) New Borrower grants Bank a security interest in the Collateral to secure performance and payment of all Obligations under the Agreement, and (ii) New Borrower hereby pledges, assigns and grants to Bank a security interest in 100% of the Equity Interests of each of its Subsidiaries, if any, and Limeade hereby pledges, assigns and grants to Bank a security interest in 100% of the Equity Interests of each Subsidiary including New Borrower, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Each Borrower authorizes Bank to file UCC Financing Statements reflecting New Borrower as Debtor and Bank as Secured Party.

2.Consent to TINYpulse Merger. Provided Borrowers comply with the terms and conditions of this Amendment and the Agreement after the date hereof, and subject to the satisfaction of the conditions set forth in Section 12 hereof, (i) Bank consents to Merger Sub’s merger with and into Tiny pursuant to the TINYpulse Merger Agreement, with Tiny being the sole surviving corporation in the Merger, and a wholly- owned subsidiary of Limeade, effective simultaneously with the closing of the Merger and immediately thereafter, for total aggregate merger consideration paid in cash at closing not to exceed Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) and with aggregate earnout payments not to exceed: an amount equal to the positive difference between $8,000,000 and Tiny’s ARR (as defined in the TINYpulse Merger Agreement) as follows: (a) dollar for dollar earnout payments for ARR in excess of

$8,000,000 at the six (6) month anniversary of the closing of the TINYpulse Merger, (b) dollar for dollar earnout payments (less payments pursuant to clause (a)) for ARR in excess of $8,000,000 at the twelve (12) month anniversary of the closing of the TINYpulse Merger, and (iii) dollar for dollar earnout payments (less payments pursuant to clauses (a) and (b)) for ARR in excess of $8,000,000 at the eighteen (18) month anniversary of the closing of the TINYpulse Merger, (ii) Bank waives Borrowers’ failure to comply with Section 7.3 of the Agreement solely as a result of the TINYpulse Merger, and (iii) Bank waives Borrowers’ failure to comply with Section 6.12 and Section 7.7 of the Agreement solely on account of Limeade’s ownership of 100% of the Equity Interests of New Borrower. Bank does not consent to any failure by Borrowers to comply with any other provision of the Loan Documents, whether as a result of the TINYpulse Merger or otherwise. Bank does not waive Borrowers’ obligations under Section 7.3, Section 6.12 or Section 7.7 of the Agreement after consummation of the TINYpulse Merger, and Bank does not waive any other failure by a Borrower to perform its Obligations under the Loan Documents, whether as a result of the TINYpulse Merger or otherwise. This waiver is not a continuing waiver with respect to any failure to perform any Obligation after consummation of the TINYpulse Merger.

3.Amendments

3.1The following defined terms are each hereby added to, or amended in as the case may be, Exhibit A to the Agreement, to read as follows:

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“Third Amendment Date” means November 12, 2021.

“Tinyhr CEG Satisfaction Date” means the date, no later than 280 days after the Third Amendment Date, that Bank shall have received, in form and substance satisfactory to Bank, an audit of the Collateral of Tiny with results satisfactory to Bank.

“Tiny Vietnam” means Cong Ty TNHH TINYpulse, Tiny’s wholly owned Subsidiary organized under the laws of Vietnam.

3.2Clause (e) of the defined term “Permitted Investments” set forth on Exhibit A to the Agreement is amended in its entirety and replaced with the following:

“(e) Investments by Borrowers in Limeade GmbH in an aggregate amount not to exceed One Million Five Hundred Thousand Dollars ($1,500,000) in the aggregate in any fiscal year (or, solely for the fiscal year ending December 31, 2021, Investments by Limeade in Limeade GmbH in an aggregate amount not to exceed Three Million Dollars ($3,000,000));”

3.3Section 6.6 (Accounts). Section 6.6 of the Agreement is amended in its entirety and replaced with the following:

6.1Accounts.

(a)Each Borrower (other than Tiny) shall maintain at all times all of its depository, operating and investment accounts in the United States with Bank and its Lockbox in the United States at Bank.

(b)Beginning within one hundred twenty (120) days after the Third Amendment Date and at all times thereafter, Tiny shall maintain at all times all of its depository, operating and investment accounts in the United States with Bank and its Lockbox in the United States at Bank.

Notwithstanding the foregoing clauses (a) and (b) of this Section 6.6, Borrowers may maintain accounts outside the United States provided that (i) the aggregate amount maintained in all accounts outside the United States held by all Borrowers and Subsidiaries (including Limeade GmbH and Tiny Vietnam), collectively, does not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000) (or, solely during the six week period beginning on the date of the transfer of $2,400,000 of cash by Limeade to Limeade GmbH related to an equity investment by Limeade in Limeade GmbH, Three Million Nine Hundred Thousand Dollars ($3,900,000)), and provided further that (ii) the aggregate amount maintained in all accounts outside the United States held by Tiny does not at any time exceed Five Hundred Thousand Dollars ($500,000).

3.4Section 6.7 (Financial Covenants). Section 6.7 of the Agreement is deleted in its entirety and replaced with the following:

6.7 Financial Covenants. Each Borrower shall at all times maintain the following financial ratios and covenants:

(a)Minimum Annual Contract Value. At such time as the Borrowers’ aggregate Net Cash falls below $2,000,000, Borrowers shall collectively at all times thereafter maintain a minimum Annual Contract Value of at least the

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following for the respective periods, calculated based on a current month basis of Limeade Annual Contract Value, based on the actual Limeade Annual Contract Value for the month with respect to which the calculation is being made:

Minimum Annual Contract Value

	2020	2021	2022
January	$49,000,000	$48,000,000	$55,000,000
February	$50,000,000	$48,000,000	$55,000,000
March	$51,000,000	$48,000,000	$55,000,000
April	$52,500,000	$48,500,000	$55,500,000
May	$54,000,000	$48,500,000	$55,500,000
June	$55,500,000	$48,500,000	$55,500,000
July	$57,000,000	$50,000,000	$57,000,000
August	$58,500,000	$50,000,000	$57,000,000
September	$59,000,000	$50,000,000	$57,000,000
October	$60,000,000	$51,000,000	$58,000,000
November	$62,000,000	$52,000,000	$60,000,000
December	$63,000,000	$55,000,000	$63,000,000 (for December, 2022 and for each month thereafter)

As used herein, “Net Cash” means the aggregate balance of unrestricted cash and cash equivalents maintained at Bank minus the aggregate amount of the Obligations.

As used herein, “Annual Contract Value” means expected annual revenue from all closed and signed customer contracts of Limeade (including such annual revenue from Limeade GmbH and, only after the Tinyhr CEG Satisfaction Date, of Tiny), in each case as measured once billing commences. “Annual Contract Value” shall be exclusive of cancelled or not renewed contracts.

(b)Minimum Liquidity. Each Borrower shall at all times maintain a Liquidity of not less than Two Million Dollars ($2,000,000). As used in this Section 6.7(b), “Liquidity” means the sum of unrestricted cash maintained at Bank plus the net amount of Advances available under Section 2.1(b)(i).

3.5 Section 7.13 (Transfers; Investments to Tiny Vietnam). A new Section 7.13 is added to the Agreement to read as follows:

7.13 Transfers; Investments to Tiny Vietnam. No Borrower shall pay or transfer any cash or other property to, or make any Investments in, Tiny Vietnam without Bank’s prior written consent provided however that Borrowers may make transfers to Tiny Vietnam in the ordinary course of business consistent with past practice.

3.5Section 13.12 (Electronic Signatures). Section 13.12 of the Agreement is amended and replaced in its entirety, to read as follows:

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13.12 Electronic Signatures. The parties agree that this Agreement and the Loan Documents may be executed by electronic signatures. The parties further agree that the electronic signature of a party to this Agreement or other Loan Document shall be as valid as an original manually executed signature of such party and shall be effective to bind such party to this Agreement or such Loan Document, and that any electronically signed document (including this Agreement) shall be deemed (i) to be “written” or “in writing,” and (ii) to have been “signed” or “duly executed”. For purposes hereof, “electronic signature” means a manually-signed original signature that is then transmitted by electronic means or a signature through an electronic signature technology platform. Notwithstanding the foregoing, Bank may require original manually executed signatures (and upon Bank’s request, Borrowers shall deliver such original manually executed signatures to Bank). If Bank determines in its sole discretion that this Agreement or any other Loan Document has not been timely executed by Borrower, then the Agreement and/or such Loan Document shall be considered null and void. Borrower hereby agrees that Bank shall not have any liability of any nature or kind to any a loan party, including, but not limited to Borrower, in connection therewith.

3.6Exhibit E (Compliance Certificate).    Exhibit E (Compliance Certificate) attached to the Agreement is amended and replaced with Exhibit E (Compliance Certificate), attached hereto.

4.Collateral Audit of Tiny. Notwithstanding anything to the contrary contained in the Agreement, unless otherwise provided in writing by Bank, no revenue of Tiny shall be included in Eligible Monthly Recurring Revenue or in any Borrowing Base Certificate or other Borrowing Base Report delivered by Borrowers until Bank shall have first received, in form and substance satisfactory to Bank, an audit of the Collateral of Tiny with results satisfactory to Bank.

5.Certificated Equity Interests. Each Borrower represents and warrants that, as of the Third Amendment Date, none of the Equity Interests are certificated and that if, after the Third Amendment Date, any Borrower’s Equity Interests shall become certificated, Borrowers shall, within ten (10) days of the certification of any Shares, promptly deliver to Bank certificate(s) representing the Equity Interests of each

Subsidiary of a Borrower including without limitation Tiny Vietnam, together with a Stock or Bond Assignment or an Assignment(s) Separate from Certificate, duly executed by Borrower in blank, and Borrowers shall reflect the pledge of such certificates in the applicable books and records of such entities in accordance with Section 4.4 of the Agreement.

6.Representations. Each Borrower represents and agrees that:

6.1Except as expressly modified or waived in this Amendment, (i) the representations and warranties set forth in the Agreement and in each of the Loan Documents remain true and correct in all material respects, except to the extent that they expressly speak as of a specific prior date, and each Schedule to the Agreement, except as modified or waived in connection with this Amendment, remains true and correct in all material respects, and

(ii) the covenants set forth in the Agreement continue to be satisfied in all respects, and are legal, valid and binding obligations with the same force and effect as if entirely restated in this Amendment.

6.2When executed, this Amendment will be a duly authorized, legal, valid, and binding obligation of Borrowers enforceable in accordance with its terms, and

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will not conflict with or violate any of a Borrower’s formation documents or any agreement, instrument, law, or order to which a Borrower or any material portion of its assets is subject or bound.

6.3The corporate resolutions delivered to Bank in connection with this Amendment remain in full force and effect, have not been amended, repealed or rescinded in any respect and may continue to be relied upon by Bank until written notice to the contrary is received by Bank, the officers named therein continue to hold those offices, and each Borrower continues to be in good standing under the laws of the state of its incorporation.

6.4After giving effect to this Amendment, there is no default continuing under the Agreement, or any related document, agreement, or instrument, and no event has occurred or condition exists that is or, with the giving of notice or lapse of time or both, would be such a default.

6.5A true and correct copy of the TINYPulse Merger Agreement, together with all disclosures, schedules, exhibits and attachments thereto and related documents, has been delivered to Bank as of the Third Amendment Date, and all closing conditions set forth in the TINYpulse Merger Agreement have been satisfied and delivered in accordance with the TINYpulse Merger Agreement.

7.Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement.

8.The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of the Agreement and all instruments, documents and agreements entered into in connection with the Agreement.

9.Each Borrower represents and warrants that the representations and warranties contained in the Agreement are true and correct in all material respects as of the date of this Amendment, and, except for the Existing Defaults, no Event of Default has occurred and is continuing.

10.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

11.Sections 11 and 12 of the Agreement are incorporated herein, mutatis mutandis.

12.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance reasonably satisfactory to Bank, the following:

(a)this Amendment, duly executed by Borrowers;

(b)an officer’s certificate of each Borrower with respect to incumbency and resolutions, duly completed and executed by each Borrower;

(c)an intellectual property security agreement, duly executed by New Borrower;

(d)a Collateral Information Certificate for New Borrower, duly executed by New Borrower;

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(e)a copy of the final and fully executed TINYpulse Merger Agreement, together with all disclosures, schedules, exhibits and attachments thereto and related documents including the merger certificate;

(f)Lien and IP search results on New Borrower (together with Lien releases as may be requested by Bank), with evidence that all Liens on any Collateral or other property of New Borrower have been released and completion of other due diligence related to New Borrower;

(g)good standing certificates of New Borrower;

(h)UCC financing statement for New Borrower;

(i)an amount equal to all Bank Expenses incurred in connection with this Amendment; and

(j)such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first above written. Each Borrower also acknowledges and agrees that Borrower’s electronic signature below indicates Borrower’s agreement to, and intention to be legally bound by, the terms and conditions of this Amendment.

Limeade, Inc.		Comerica Bank
By:	/s/ Todd Spartz	By:	/s/ Shane Merkord
Name:	Todd Spartz	Name:	Shane Merkord
Title:	CFO and Corporate Secretary	Title:	Vice President
Limeade Technologies Canada, Inc.
By:	/s/ Henry Albrecht
Name:	Henry Albrecht
Title:	Managing Director
TINYhr Inc.
By:	/s/ Todd Spartz
Name:	Todd Spartz
Title:	CFO and Corporate Secretary

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EX-10.8

Exhibit 10.8

Limeade, Inc

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into by and between Limeade, Inc. (“Company” or “Company”) and Lawrence Colagiovanni (“Executive” or “Employee”) on August 1, 2021. Company and Executive may be collectively referred to herein as the “Parties.”

In consideration of the promises and the terms and conditions set forth in this Agreement, the Parties agree as follows:

1.Position, Duties, Scope of Employment.

a.Position and Duties. The Parties are entering this Agreement as of August 1, 2021 (“Agreement Commencement Date”) and ending as provided in Sections 3(a) or 4 below. Executive shall continue to serve as Chief Product and Technology Officer ("CPO & CTO”) of the Company and will report to the Board of Directors of the Company (the “Board”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position, as shall reasonably be assigned to Executive by the Company.

b.Exclusive Service. During the Employment Period (as defined below), Executive will be expected to devote Executive’s full working time and attention to the business of the Company and will not render services to any other business without the prior approval of the Board or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of the Company. Executive will also be expected to comply with and be bound by the Company’s operating policies, procedures, and practices that are in effect during the term of their employment.

c.At-Will Employment. Executive and Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and the employment relationship may be terminated at any time, with or without cause and with or without notice. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive’s termination of employment.

2.Compensation and Benefits.

a.Base Salary. While employed by the Company pursuant to this Agreement, the Company shall pay Executive an annual base salary of $375,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. The Company shall periodically review and, in the Company’s sole and absolute discretion, may modify Executive’s compensation (including the Base Salary and Incentive Bonus (as defined below) and benefits, subject to the provisions of Exhibit A of this Agreement.

b.Discretionary Compensation/Target Bonus. Executive will be eligible to participate in a Company bonus plan that may be established from time to time in the Company’s sole discretion. Executive’s target bonus amount will be $225,000, payable at the discretion of the Board based on Company and Executive performance (the “Incentive Bonus”). If Executive is hired after the start of a fiscal year, the bonus will be pro-rated for the balance of fiscal year in which the Executive is hired. Executive must be employed by the Company on the payment date in order to receive any Incentive Bonus.

c.Equity Awards. Subject to approval of the Board and Shareholders, the Company will grant Executive one or more performance-based options to purchase shares of Limeade Common Stock. The complete terms of any options will be covered in Exhibit A, Company’s Stock Plan, and a stock option Agreement between Limeade and Executive.

d.Executive Benefits. Executive shall be eligible to participate in all employee benefit plans and arrangements made available by the Company to its other senior executives, subject to the terms and conditions thereof.

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e.Vacation. Executive will be entitled to receive paid vacation and holidays pursuant to the terms of the Company’s vacation policy as may exist from time to time.

f.Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with their performance of services on behalf of the Company.

3.Termination of Employment.

a.The employment period (“Employment Period”) will commence on the Agreement Commencement Date and will terminate immediately upon the first to occur of: (i) the effective date of Executive’s resignation for any reason; (ii) Executive’s death or Disability (as defined in Internal Revenue Code Section 22(e)(3)); or (iii) the Company’s election to terminate Executive’s employment at any time for Cause (as defined below) or without Cause.

b.In the event Executive’s employment with Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) unpaid, but earned and accrued incentive payments if any, payable to Executive according to their terms; (c) pay for accrued but unused vacation calculated based on Executive’s Base Salary on the effective date of termination; (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements, including Equity Awards, if any, or other plans applicable to Executive; and (e) unreimbursed business expenses required to be reimbursed to Executive. In the event Executive’s employment with Company terminates for any reason, Executive will be allowed to exercise their vested stock options to purchase Company common stock, if any, during the time period set forth in, and in accordance with, the plan and governing stock option agreement(s).

c.The Company may offset any amounts Executive owes to Company against any amounts the Company owes Executive hereunder. The termination of Executive’s employment with the Company for any reason shall be deemed to automatically remove Executive, without any further action, from any and all offices held by Executive with the Company (including, without limitation, any office as a member of the Board). Executive agrees to promptly sign and submit notice(s) of resignation, or any other documents reasonably requested in order for the Company to effect the removal of Executive from any offices held by Executive. Any exceptions to this section 3(c) expressly requested by Executive in writing at the time of termination will be considered by the Board which shall exercise its discretion by acting in good faith, in the best interests of the Company, and in accordance with its fiduciary duties.

d.In the event of Executive’s termination of employment, Executive will take all necessary and reasonable actions to effect a smooth transition of Executive’s duties to such person or persons as may be designated by the Board or its designee. The fulfillment of this obligation will be a condition of receiving the benefits in Sections 3(b) and 4(a).

4.Severance.

a.If the Employment Period is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), but not in the case of a Change in Control (as defied below), Executive shall be entitled to (i) an amount equal to twelve (12) months of Executive’s then-current Base Salary, payable over a twelve-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; and (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) twelve (12) months following the date of termination, and (b) the date upon which Executive becomes eligible to be covered under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (“Severance”). If the Employment Period is terminated for Cause, Executive will be entitled to receive only those payments described above in Section 3(b). Solely for purposes of Section 409A of the Code (as defined below), each payment of severance pursuant to Section 4(a)(i) above shall be considered a separate payment. For avoidance of doubt,

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payments made pursuant to Section 5(a) (Change in Control) are exclusive and, in no event, shall Severance be paid if Executive receives compensation pursuant to Section 5(a).

b.As a condition to the Company’s ongoing obligation to pay Executive Severance, Executive shall (i) execute and deliver to the Company a general release in the form provided by the Company not revoke or breach the provisions of the release (the “Effective Release”), and (ii) continue to comply with any ongoing obligations under this Agreement (as defined below).

c.Executive shall forfeit all rights to Severance (excluding, for avoidance of doubt, any non-forfeitable employee benefits, such as the opportunity to purchase COBRA benefits, mandated by law) if the release is not an Effective Release within sixty (60) days following the date of Executive’s termination of employment. If the foregoing release is an Effective Release as provided above, then Severance payments shall commence on the next regularly scheduled pay period after it becomes an Effective Release. If the period between the end of employment and the deadline for signing the release and it becoming irrevocable starts in one calendar year and ends in the next year, then payments of severance benefits will not start until the later year, regardless of when the release is signed and becomes irrevocable.

d.For purposes of this Agreement as it relates to Executive, “Cause” means (i) Executive’s failure to substantially perform Executive’s duties under this Agreement for reasons other than death or Disability, which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period following written notice of such failure from the Company; (ii) Executive’s willful failure or refusal to comply with reasonable written policies, standards, and regulations established by the Company from time to time, including but not limited to the Company’s anti-harassment and anti-discrimination policies which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period following written notice of such failure from the Company; (iii) the commission by Executive of an act of dishonesty or constituting common law fraud, embezzlement, or a felony, or any tortious act, unlawful act, or malfeasance, in any case which causes or reasonably could cause (for example, if it were to become publicly known) material harm to the Company’s standing, condition, or reputation; or (iv) any material breach by Executive of the provisions of this Agreement between Executive and the Company. The Board shall make all determinations relating to termination, including without limitation any determination regarding Cause, pursuant to this Section 4(d).

5.Change in Control.

a.Notwithstanding anything to the contrary in this Agreement, if: (i) a Change in Control (as defined below) occurs during the Employment Period; and (ii) the Employment Period is terminated by Executive for Good Reason or the Company without Cause within three (3) months prior to or within eighteen (18) months after that Change in Control, Executive shall be entitled to (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary, payable over an eighteen-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) eighteen (18) months following the date of termination and (b) the date upon which Executive becomes eligible for coverage under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (iii) full acceleration of any time-based unvested stock options or other time-based equity- compensation awards and (iv) full payment of any granted performance-based awards, including full acceleration of any time-based unvested stock options or other time-based equity compensation awards if applicable, as defined by at the granting of such award.

b.For purposes of this Agreement “Change in Control” means; (i) the sale, lease, exchange, transfer, or other disposition (including, without limitation, by merger, consolidation, or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a person (or entity) or group of persons (or entities) acting together, (ii) any merger, consolidation, or other business combination or refinancing or

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recapitalization of the Company as a result of which the voting securities of the continuing or surviving entity issued in respect of the Company’s voting securities outstanding immediately prior to the transaction represent less than a majority of the total issued and outstanding voting securities of the continuing or surviving entity immediately following such transaction, or (iii) any transaction or series of transactions (other than an initial public offering or an equity financing transaction) in or as a result of which any “person” (as that term is defined in Sections 3(a)(9) or 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial owner” (as that term is defined in Rule 13d-3 under said 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section, a Change in Control shall not include any of the changes identified in this Section 5(b) that are solely with any Limeade affiliates.

c.For purposes of this Agreement, “Good Reason” means one or more of the following, without Executive’s consent: (i) there is a material reduction in Executive’s Base Salary without Executive’s consent (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in Executive’s primary responsibilities or authority, or scope of duties, it being understood that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (a) there is no demotion in Executive’s title or position or reduction of the scope of Executive’s duties within the Company or (b) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company, taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company or (c) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or a location of 30 miles or less from Executive’s then current work location be deemed material for purposes of this Agreement. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than 45 days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.

6.Excise Tax. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s severance benefits payable under the terms of this Agreement will be either (a) delivered in full or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits.

7.Confidential Information.

a.Confidentiality. Executive understands that Executive will obtain, receive, or gain access to Confidential Information (as defined below) in connection with Executive’s work for the Company. During Executive’s employment and at all times thereafter, Executive will hold all Confidential Information in strictest confidence and, except as required to perform Executive’s obligations to the Company, Executive will not acquire, copy, use, publish, disclose, or communicate any Confidential Information without advance written authorization from the Company’s Board or as otherwise authorized by law or the terms of this Agreement.

b.Confidential Information. As used in this Agreement, the phrase “Confidential Information” means proprietary or confidential information of the Company, in whatever form, tangible or intangible, whether or not marked or otherwise designated as confidential, that is not otherwise generally known to the public, relating or pertaining to the Company’s business,

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projects, products, services, designs, content, customers, suppliers, inventions, or trade secrets, including but not limited to: business and financial information; techniques, technology, practices, processes, operations, and methods of conducting business; information technology systems, configurations, and operations; technical data, research, product plans, developments, formulas, drawings, and engineering; algorithms, software, and computer code; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Company’s business partners and customers or potential business partners and customers, including names, addresses, and contact information; customer information, including prices paid, buying history and habits, needs, and the methods of fulfilling those needs; supplier names, addresses, and pricing; and the Company’ pricing policies, marketing strategies, research projects or developments, licenses, legal affairs, and future plans relating to any aspect of the Company’s present or anticipated businesses. I understand that, during my employment, “Confidential Information” does not include information protected under Section 7 of the National Labor Relations Act, including the terms and conditions of my own and others’ employment.

c.Prevention of Unauthorized Release of Confidential Information. Executive will take reasonable measures to prevent unauthorized persons or entities from obtaining, receiving, or gaining access to any Confidential Information in my possession or control.

d.Third Party Information. Executive will preserve as confidential any information that Executive learns or obtains from a third party or relating to a third party (such as a customer, affiliate, partner, or vendor) that is not readily available to the public and/or that the Company is obligated to treat as confidential, and Executive will treat such information as Confidential Information.

e.Protected Rights. Executive understands that nothing in this Agreement will be interpreted to restrict or impede Executive from exercising any rights that cannot be waived by agreement, including responding truthfully or making disclosures in connection with any government investigation or proceeding before any administrative department or agency, or from complying with any applicable law, regulation, or a valid order of a court of competent jurisdiction or an authorized government agency, provided that Executive’s compliance does not exceed the requirements of such law, regulation, or order. Unless legally prohibited from doing so, Executive will provide prompt written notice of any such order to the Company. Additionally, Executive understands that nothing in this Agreement is intended to or will be interpreted to conflict with the federal Defend Trade Secrets Act (“DTSA”) or create liability for disclosures allowed under the DTSA.

8.Intellectual Property and Proprietary Information.

a.Copyrights. All copyrightable works Executive prepares within the scope of employment with the Company are and will be works made for hire. The Company entity then employing Executive owns all rights under copyright in and to such works and shall be considered the author of such works. If and to the extent that any such works are deemed not to constitute a work made for hire, and with respect to any other works that Executive prepared or will prepare during working hours or using the Company’s resources, Executive hereby irrevocably assigns to the Company all right, title, and interest in and to such work. To the extent any of Executive’s rights in such works, including any moral rights, are not capable of assignment under applicable law, Executive hereby irrevocably and unconditionally waives all enforcement of those rights to the maximum extent permitted under applicable law. For the avoidance of doubt, this Section 8(a) will apply to all copyrightable works that Executive prepared, contributed to, or that the Company has used in any technology, product, service, website or design used, offered, or under development by the Company prior to the date of this Agreement.

b.Assignment of Inventions. Executive will make prompt and full written disclosure to the Company (or the Company entity then employing Executive, if not Limeade) and hereby irrevocably assign to the Company, or its designee, all Executive’s rights, title and interest throughout the world in and to any and all inventions, discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and trade

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secrets, whether or not patentable (collectively, “Inventions”), that Executive solely or jointly may conceive, develop, reduce to practice, cause to be conceived or developed or reduced to practice, or otherwise produce during Executive’s employment with the Company.

c.Notice Regarding Exception to Assignments of Inventions.

1.A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

2.An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

3.If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Executive will advise the Company promptly in writing of any inventions that Executive believes meet such provisions and are not otherwise disclosed by Executive.

d.Inventions Retained and Licensed. Attached to this Agreement as Exhibit B is a list describing with particularity all Inventions and original works of authorship that were made by Executive before employment with the Company (collectively, “Prior Inventions”), which belong solely to Executive or belong to Executive jointly with another, and that relate in any way to any of the Company’s proposed businesses, products, or research and development, and that are not assigned to the Company under this Agreement; or, if no such list is attached, Executive represents that there are no such Prior Inventions.As to any Invention in which Executive has an interest at any time, if Executive uses or incorporates such an Invention in any released or unreleased Company product, service, program, process, development, or work in progress, Executive irrevocably grants to the Company (to the extent Executive has authority to do so) a perpetual, royalty-free, fully paid up, irrevocable, worldwide license to exercise any and all rights with respect to such Invention, including without limitation the right to protect, make, have made, import, copy, modify, make derivative works of, use, sell and otherwise distribute that Invention without restriction and right to sublicense those rights to others (with the right to grant further sublicenses). This license will be exclusive, subject only to any preexisting non-exclusive licenses or other pre-existing rights not subject to my control.

e.Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of Executive’s employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company entity that employs Executive at the time such records were made. Executive agrees not to remove such records from the Company’s premises except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.

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f.Assistance. Executive will execute all documents and take all other actions reasonably requested by the Company in order to carry out and confirm the assignments contemplated by this Agreement, including without limitation applications for patents, registered designs, certificates of authorship, and other instruments or intellectual property protections appropriate to protect and enforce intellectual property rights throughout the world. If Executive fails to execute, acknowledge, verify, or deliver any such document reasonably requested by the Company, Executive will be in breach of this Agreement, and Executive hereby irrevocably appoints the Company and its authorized officers, managers, and agents as Executive’s agent and attorney-in-fact, to act in Executive’s place to execute, acknowledge, verify, and deliver any such document on Executive’s behalf. Executive’s obligations under this Section 8(f) apply during Executive’s employment with the Company and at all times thereafter.

g.Representations Regarding Existing Obligations. Executive represents and certifies as follows: (a) Executive is not in possession, custody, or control of any document or other tangible thing that in any way constitutes confidential, proprietary, or trade secret information of any third party (including any former employer); (b) Executive is not subject to a non-competition agreement that precludes Executive’s work for the Company; (c) Executive has identified all confidentiality, proprietary information, non-solicitation, or similar agreements or obligations Executive has with any third party, and Executive will not violate any such agreements or obligations in the course of Executive’s work for the Company; and (d) Executive will not use or disclose any tangible or intangible information that constitutes a trade secret of any third party (including any former employer) in the course of Executive’s employment, except pursuant to written authorization to do so (e.g., a technology license between the Company and the third party).

9.Restrictive Covenants.

a.Noncompetition. Executive agrees that during Executive’s employment and for a period of twelve (12) months after the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, whether as an employee, owner, partner, officer, consultant, director, or independent contractor, for or on behalf of any business, entity, or enterprise that is competitive with the Company’s business:

1.Engage in any role for a competitor that requires the performance of similar duties or responsibilities to those the Executive engaged in during the 18 month period prior to Executive’s separation; or

2.Engage in any Competitive Activities. “Competitive Activities” means the development, production, negotiation, marketing, supervision, sale, or provision of or involvement with any product, service, work, activity, technology, feature, or project that is or is intended to be competitive with one or more products, services, work, activities, technologies, product features, or projects on which Executive worked or about which Executive developed or learned Confidential Information. These non-competition restrictions apply to any geography, market, or industry where the Company conducts, conducted, or explored conducting business during the 18 months prior to Executive’s separation, and to which Executive was assigned, had responsibility for, or about which Executive otherwise learned or developed Confidential Information.

b.Nonsolicitation. Executive agrees that, during Executive’s employment and for a period of twelve (12) months following the termination of Executive’s employment for any reason, Executive will not directly or indirectly, either alone or in association with others:

1.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any employee, independent contractor, consultant, or contributor of the Company to terminate, reduce, or alter her/his employment or other engagement with the Company; or

2.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any of the actual or prospective clients, customers, accounts, vendors, subcontractors, or business partners

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of the Company to cease, reduce, divert, discontinue, or otherwise alter their business relationship with the Company.

c.Reasonableness and Remedies. Executive recognizes and agrees that the restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company, do not impose an undue hardship on Executive, are imperative to maintain the Company’s Confidential Information, and that Executive considers the restrictions to be reasonable (including as to scope, area, and duration). Executive also understands that this Agreement is not meant to prevent Executive from earning a living or developing Executive’s career should Executive’s employment with the Company terminate. Executive understands, is aware, and agrees that the Company may notify any future or prospective employer or third party of the existence of this Agreement and Executive's obligations under this Agreement.

d.Executive agrees that any violation or breach of this Agreement would cause the Company irreparable harm which would not be adequately compensated by monetary damages. A restraining order, injunction, or other relief may be granted by any court or courts having jurisdiction restraining Executive from violation of the terms of this Agreement and to maintain the status quo pending resolution of the alleged breach. Executive acknowledges that the preceding sentence shall not be construed to limit the Company from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement.

10.Miscellaneous.

a.Arbitration. Executive understands and agrees that by signing this Agreement, the Company and Executive are both giving up any right that we may have to a judge trial or jury trial with regard to all issues between the parties, other than those specifically excluded below. Executive agrees that any controversies or claims arising out of or relating to this Agreement or arising out of or relating to the employment relationship or termination thereof, between the Company and Executive (“Claims”), shall be fully and finally settled by arbitration in Seattle, Washington, except as provided below. The Claims covered by this arbitration clause include disputes regarding the validity and construction of this Agreement, including without limitation this arbitration clause.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages and attorneys’ fees and costs). Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Claims for workers’ compensation and unemployment insurance, as well as claims that may be asserted by either party on an individual basis in small claims court, are not covered by this arbitration clause. This arbitration clause does not prohibit Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any state or local equal employment opportunity agency.

Except as otherwise stated in this arbitration clause, Executive agrees that the arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures, currently available at www.jamsadr.com/rules-employment-arbitration. The arbitration shall be conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the JAMS rules.

If Executive files a Claim in arbitration, Executive understands that Executive will be responsible for at least the initial filing fee that would apply to a claim filed in court. To the extent required by law to enforce this Agreement, the Company will pay the balance of the arbitrator’s fees and administrative costs related to the arbitration. Executive understands that the Company and Executive will otherwise bear their own fees and costs, except the prevailing party shall be entitled to costs, expenses, and reasonable attorneys' fees to the extent permitted by law. Judgment upon the award rendered by the arbitrator may be entered in any court having

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competent jurisdiction thereof. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this provision.

The arbitration shall be confidential and closed to the public unless otherwise required by law. This confidentiality provision will not apply to claims arising under RCW 49.60 or federal antidiscrimination laws. Arbitration of those claims will not be confidential and will be open to the public.

This arbitration clause shall be governed by the Federal Arbitration Act (FAA) and, to the extent that law does not apply, by Washington State law without reference to choose of law principles.

Notwithstanding the preceding, this arbitration clause does not prohibit Executive or the Company from filing for temporary injunctive relief, specific performance, or similar equitable relief in order to preserve the status quo pending the arbitration of the parties’ dispute if the conduct sought to be enjoined threatens irreparable harm to Executive or the Company.

b.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive’s death and (b) any successor of Company. Any such successor of Company will be deemed substituted for Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of Company. None of Executive’s rights to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void. This Section 10(b) will in no way prevent Executive from transferring any vested property he owns.

c.Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers’ insurance policies, with such indemnification to be on the terms determined by the Board or any of its committees, but on terms no less favorable than provided to other Company executive officers or directors and subject to the terms of any separate written indemnification agreement.

d.Section 409A. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such separation from service to be a “specified” Executive under Section 409A of the Code, then such payment or payment shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum. To the extent any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code, the Executive and the Company may make changes to this Agreement to avoid adverse tax consequences under Section 409A.

e.Severability. If any provision of this Agreement including any and all Exhibits shall be found by any arbitrator or court of competent jurisdiction to be invalid or unenforceable, then the

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Parties hereby waive such provision to the extent of its invalidity or unenforceability and agree that all other provisions in this Agreement shall continue in full force and effect.

f.No Waiver. The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.

g.Withholding. All sums payable to Executive hereunder shall be in United States Dollars and shall be reduced by all federal, state, local, and other withholding and similar taxes and payments required by applicable law.

h.Entire Agreement. This Agreement (including the exhibit(s) hereto) constitutes the entire agreement and understanding between the parties relating to Executive’s employment with Company. This Agreement supersedes and cancels any and all previous contracts, arrangements, or understandings with respect the subject matter hereof.

i.Amendment. The Parties understand and agree that this Agreement may not be amended, modified, or waived, in whole or in part, expect in a writing executed by Executive and the Chairman of the Board, provided, that, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees generally.

j.Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally; (b) one (1) day after being sent overnight by a well-established commercial overnight service; or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing: If to Company: 10885 NE 4th Street, Suite 400 Bellevue, WA 98004 (or current LME headquarters) If to Executive: at the last known residential address known by Company.

k.Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the Parties hereto.

l.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement.

m.Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of laws.

n.Attorneys’ Fees. In the event of any claim, demand, or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys’ fees, including any such costs and fees upon appeal.

WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of Company by a duly authorized officer, as of the day and year written below.

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For Executive		For Limeade, Inc.
Signature	/s/ Larry Colagiovanni	Signature	/s/ Henry Albrecht
Name	Larry Colagiovanni	Name	Henry Albrecht
Title	CPO & CTO	Title	CEO
Date	7/16/2021	Date	7/16/2021

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Exhibit A

EXECUTIVE COMPENSATION OFFER

LARRY COLAGIOVANNI, CHIEF PRODUCT & TECHNOLOGY OFFICER (CPO & CTO) EFFECTIVE DATE: 8/1/2021

Base salary	$375,000
Discretionary bonus potential %	60%
Discretionary bonus potential $	$225,000
Total cash compensation potential	$600,000
Discretionary bonus criteria	75% company financial performance 25% individual performance *
Equity grant	An option to purchase 1,150,000 shares of Limeade Common Stock, vesting over four years as set forth in the 2019 Omnibus Incentive Plan. Complete grant details will be provided in option agreement.

*All bonuses subject to CARR baseline of $58M. If CARR is below $58M then no payout is guaranteed (any bonuses would be discretionary)

*If CARR of at least $58M is achieved, then eligible for bonus based on specific criteria achievement as determined by the Board and the Employee’s manager. If $58M is achieved, each specific criteria is evaluated individually for eligible payout based on the allocation below.

*Discretionary bonus is tied to the company financial performance metrics as outlined below and individual performance, with potential for partial and overachievement, as approved by the Limeade Board of Directors. Note that there is a total $58M CARR threshold that must be achieved in order for bonus to be paid. All dollar amounts in USD

*Salary & Bonus are pro-rated from effective date

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EX-10.9

Exhibit 10.9

Limeade, Inc

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into by and between Limeade, Inc. (“Company” or “Company”) and Todd Spartz (“Executive” or “Employee”) on April 27, 2021. Company and Executive may be collectively referred to herein as the “Parties.”

In consideration of the promises and the terms and conditions set forth in this Agreement, the Parties agree as follows:

1.Position, Duties, Scope of Employment.

a.Position and Duties. The Parties are entering this Agreement as of May 3, 2021 (“Agreement Commencement Date”) and ending as provided in Sections 3(a) or 4 below. Executive shall continue to serve as Chief Financial Officer ("CFO”) of the Company and will report to the Board of Directors of the Company (the “Board”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position, as shall reasonably be assigned to Executive by the Company.

b.Exclusive Service. During the Employment Period (as defined below), Executive will be expected to devote Executive’s full working time and attention to the business of the Company and will not render services to any other business without the prior approval of the Board or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of the Company. Executive will also be expected to comply with and be bound by the Company’s operating policies, procedures, and practices that are in effect during the term of their employment.

c.At-Will Employment. Executive and Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and the employment relationship may be terminated at any time, with or without cause and with or without notice. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive’s termination of employment.

2.Compensation and Benefits.

a.Base Salary. While employed by the Company pursuant to this Agreement, the Company shall pay Executive an annual base salary of $300,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. The Company shall periodically review and, in the Company’s sole and absolute discretion, may modify Executive’s compensation (including the Base Salary and Incentive Bonus (as defined below) and benefits, subject to the provisions of Exhibit A of this Agreement.

b.Discretionary Compensation/Target Bonus. Executive will be eligible to participate in a Company bonus plan that may be established from time to time in the Company’s sole discretion. Executive’s target bonus amount will be $120,000, payable at the discretion of the Board based on Company and Executive performance (the “Incentive Bonus”). If Executive is hired after the start of a fiscal year, the bonus will be pro-rated for the balance of fiscal year in which the Executive is hired. Executive must be employed by the Company on the payment date in order to receive any Incentive Bonus.

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c.Equity Awards. Subject to approval of the Board and Shareholders, the Company will grant Executive one or more performance-based options to purchase shares of Limeade Common Stock. The complete terms of any options will be covered in Exhibit A, Company’s Stock Plan, and a stock option Agreement between Limeade and Executive.

d.Executive Benefits. Executive shall be eligible to participate in all employee benefit plans and arrangements made available by the Company to its other senior executives, subject to the terms and conditions thereof.

e.Vacation. Executive will be entitled to receive paid vacation and holidays pursuant to the terms of the Company’s vacation policy as may exist from time to time.

f.Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with their performance of services on behalf of the Company.

3.Termination of Employment.

a.The employment period (“Employment Period”) will commence on the Agreement Commencement Date and will terminate immediately upon the first to occur of: (i) the effective date of Executive’s resignation for any reason; (ii) Executive’s death or Disability (as defined in Internal Revenue Code Section 22(e)(3)); or (iii) the Company’s election to terminate Executive’s employment at any time for Cause (as defined below) or without Cause.

b.In the event Executive’s employment with Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) unpaid, but earned and accrued incentive payments if any, payable to Executive according to their terms; (c) pay for accrued but unused vacation calculated based on Executive’s Base Salary on the effective date of termination; (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements, including Equity Awards, if any, or other plans applicable to Executive; and (e) unreimbursed business expenses required to be reimbursed to Executive. In the event Executive’s employment with Company terminates for any reason, Executive will be allowed to exercise their vested stock options to purchase Company common stock, if any, during the time period set forth in, and in accordance with, the plan and governing stock option agreement(s).

c.The Company may offset any amounts Executive owes to Company against any amounts the Company owes Executive hereunder. The termination of Executive’s employment with the Company for any reason shall be deemed to automatically remove Executive, without any further action, from any and all offices held by Executive with the Company (including, without limitation, any office as a member of the Board). Executive agrees to promptly sign and submit notice(s) of resignation, or any other documents reasonably requested in order for the Company to effect the removal of Executive from any offices held by Executive. Any exceptions to this section 3(c) expressly requested by Executive in writing at the time of termination will be considered by the Board which shall exercise its discretion by acting in good faith, in the best interests of the Company, and in accordance with its fiduciary duties.

d.In the event of Executive’s termination of employment, Executive will take all necessary and reasonable actions to effect a smooth transition of Executive’s duties to such person or

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persons as may be designated by the Board or its designee. The fulfillment of this obligation will be a condition of receiving the benefits in Sections 3(b) and 4(a).

4.Severance.

a.If the Employment Period is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), but not in the case of a Change in Control (as defied below), Executive shall be entitled to (i) an amount equal to twelve (12) months of Executive’s then-current Base Salary, payable over a twelve-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; and (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) twelve (12) months following the date of termination, and (b) the date upon which Executive becomes eligible to be covered under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (“Severance”). If the Employment Period is terminated for Cause, Executive will be entitled to receive only those payments described above in Section 3(b). Solely for purposes of Section 409A of the Code (as defined below), each payment of severance pursuant to Section 4(a)(i) above shall be considered a separate payment. For avoidance of doubt, payments made pursuant to Section 5(a) (Change in Control) are exclusive and, in no event, shall Severance be paid if Executive receives compensation pursuant to Section 5(a).

b.As a condition to the Company’s ongoing obligation to pay Executive Severance, Executive shall (i) execute and deliver to the Company a general release in the form provided by the Company not revoke or breach the provisions of the release (the “Effective Release”), and (ii) continue to comply with any ongoing obligations under this Agreement (as defined below).

c.Executive shall forfeit all rights to Severance (excluding, for avoidance of doubt, any non-forfeitable employee benefits, such as the opportunity to purchase COBRA benefits, mandated by law) if the release is not an Effective Release within sixty (60) days following the date of Executive’s termination of employment. If the foregoing release is an Effective Release as provided above, then Severance payments shall commence on the next regularly scheduled pay period after it becomes an Effective Release. If the period between the end of employment and the deadline for signing the release and it becoming irrevocable starts in one calendar year and ends in the next year, then payments of severance benefits will not start until the later year, regardless of when the release is signed and becomes irrevocable.

d.For purposes of this Agreement as it relates to Executive, “Cause” means (i) Executive’s failure to substantially perform Executive’s duties under this Agreement for reasons other than death or Disability, which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period following written notice of such failure from the Company; (ii) Executive’s willful failure or refusal to comply with reasonable written policies, standards, and regulations established by the Company from time to time, including but not limited to the Company’s anti-harassment and anti-discrimination policies which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period following written notice of such failure from the Company; (iii) the commission by Executive of an act of dishonesty or constituting common law fraud, embezzlement, or a felony, or any tortious act, unlawful act, or malfeasance, in any case which causes or reasonably could cause (for example, if it were to become publicly known) material harm to the Company’s standing, condition, or reputation; or (iv) any material breach by Executive of the provisions of this

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Agreement between Executive and the Company. The Board shall make all determinations relating to termination, including without limitation any determination regarding Cause, pursuant to this Section 4(d).

5.Change in Control.

a.Notwithstanding anything to the contrary in this Agreement, if: (i) a Change in Control (as defined below) occurs during the Employment Period; and (ii) the Employment Period is terminated by Executive for Good Reason or the Company without Cause within three (3) months prior to or within eighteen (18) months after that Change in Control, Executive shall be entitled to (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary, payable over an eighteen-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) eighteen (18) months following the date of termination and (b) the date upon which Executive becomes eligible for coverage under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (iii) full acceleration of any time-based unvested stock options or other time-based equity- compensation awards and (iv) full payment of any granted performance-based awards, including full acceleration of any time-based unvested stock options or other time-based equity compensation awards if applicable, as defined by at the granting of such award.

b.For purposes of this Agreement “Change in Control” means; (i) the sale, lease, exchange, transfer, or other disposition (including, without limitation, by merger, consolidation, or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a person (or entity) or group of persons (or entities) acting together, (ii) any merger, consolidation, or other business combination or refinancing or recapitalization of the Company as a result of which the voting securities of the continuing or surviving entity issued in respect of the Company’s voting securities outstanding immediately prior to the transaction represent less than a majority of the total issued and outstanding voting securities of the continuing or surviving entity immediately following such transaction, or (iii) any transaction or series of transactions (other than an initial public offering or an equity financing transaction) in or as a result of which any “person” (as that term is defined in Sections 3(a)(9) or 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial owner” (as that term is defined in Rule 13d-3 under said 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section, a Change in Control shall not include any of the changes identified in this Section 5(b) that are solely with any Limeade affiliates.

c.For purposes of this Agreement, “Good Reason” means one or more of the following, without Executive’s consent: (i) there is a material reduction in Executive’s Base Salary without Executive’s consent (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in Executive’s primary responsibilities or authority, or scope of duties, it being understood that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (a) there is no demotion in Executive’s title or position or reduction of the scope of Executive’s duties within the Company or (b) Executive is given a position of materially similar or greater overall scope and responsibility within the acquiring company, taking into appropriate consideration that a

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nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company or (c) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or a location of 30 miles or less from Executive’s then current work location be deemed material for purposes of this Agreement. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than 45 days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.

6.Excise Tax. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s severance benefits payable under the terms of this Agreement will be either (a) delivered in full or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits.

7.Confidential Information.

a.Confidentiality. Executive understands that Executive will obtain, receive, or gain access to Confidential Information (as defined below) in connection with Executive’s work for the Company. During Executive’s employment and at all times thereafter, Executive will hold all Confidential Information in strictest confidence and, except as required to perform Executive’s obligations to the Company, Executive will not acquire, copy, use, publish, disclose, or communicate any Confidential Information without advance written authorization from the Company’s Board or as otherwise authorized by law or the terms of this Agreement.

b.Confidential Information. As used in this Agreement, the phrase “Confidential Information” means proprietary or confidential information of the Company, in whatever form, tangible or intangible, whether or not marked or otherwise designated as confidential, that is not otherwise generally known to the public, relating or pertaining to the Company’s business, projects, products, services, designs, content, customers, suppliers, inventions, or trade secrets, including but not limited to: business and financial information; techniques, technology, practices, processes, operations, and methods of conducting business; information technology systems, configurations, and operations; technical data, research, product plans, developments, formulas, drawings, and engineering; algorithms, software, and computer code; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Company’s business partners and customers or potential business partners and customers, including names, addresses, and contact information; customer information, including prices paid, buying history and habits, needs, and the methods of fulfilling those needs; supplier names, addresses, and pricing; and the Company’ pricing policies, marketing strategies, research projects or developments, licenses, legal affairs, and future plans relating to any aspect of the Company’s present or anticipated businesses. I understand that, during my employment, “Confidential

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Information” does not include information protected under Section 7 of the National Labor Relations Act, including the terms and conditions of my own and others’ employment.

c.Prevention of Unauthorized Release of Confidential Information. Executive will take reasonable measures to prevent unauthorized persons or entities from obtaining, receiving, or gaining access to any Confidential Information in my possession or control.

d.Third Party Information. Executive will preserve as confidential any information that Executive learns or obtains from a third party or relating to a third party (such as a customer, affiliate, partner, or vendor) that is not readily available to the public and/or that the Company is obligated to treat as confidential, and Executive will treat such information as Confidential Information.

e.Protected Rights. Executive understands that nothing in this Agreement will be interpreted to restrict or impede Executive from exercising any rights that cannot be waived by agreement, including responding truthfully or making disclosures in connection with any government investigation or proceeding before any administrative department or agency, or from complying with any applicable law, regulation, or a valid order of a court of competent jurisdiction or an authorized government agency, provided that Executive’s compliance does not exceed the requirements of such law, regulation, or order. Unless legally prohibited from doing so, Executive will provide prompt written notice of any such order to the Company. Additionally, Executive understands that nothing in this Agreement is intended to or will be interpreted to conflict with the federal Defend Trade Secrets Act (“DTSA”) or create liability for disclosures allowed under the DTSA.

8.Intellectual Property and Proprietary Information.

a.Copyrights. All copyrightable works Executive prepares within the scope of employment with the Company are and will be works made for hire. The Company entity then employing Executive owns all rights under copyright in and to such works and shall be considered the author of such works. If and to the extent that any such works are deemed not to constitute a work made for hire, and with respect to any other works that Executive prepared or will prepare during working hours or using the Company’s resources, Executive hereby irrevocably assigns to the Company all right, title, and interest in and to such work. To the extent any of Executive’s rights in such works, including any moral rights, are not capable of assignment under applicable law, Executive hereby irrevocably and unconditionally waives all enforcement of those rights to the maximum extent permitted under applicable law. For the avoidance of doubt, this Section 8(a) will apply to all copyrightable works that Executive prepared, contributed to, or that the Company has used in any technology, product, service, website or design used, offered, or under development by the Company prior to the date of this Agreement.

b.Assignment of Inventions. Executive will make prompt and full written disclosure to the Company (or the Company entity then employing Executive, if not Limeade) and hereby irrevocably assign to the Company, or its designee, all Executive’s rights, title and interest throughout the world in and to any and all inventions, discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and trade secrets, whether or not patentable (collectively, “Inventions”), that Executive solely or jointly may conceive, develop, reduce to practice, cause to be conceived or developed or reduced to practice, or otherwise produce during Executive’s employment with the Company.

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c.Notice Regarding Exception to Assignments of Inventions.

1.A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

2.An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

3.If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Executive will advise the Company promptly in writing of any inventions that Executive believes meet such provisions and are not otherwise disclosed by Executive.

d.Inventions Retained and Licensed. Attached to this Agreement as Exhibit B is a list describing with particularity all Inventions and original works of authorship that were made by Executive before employment with the Company (collectively, “Prior Inventions”), which belong solely to Executive or belong to Executive jointly with another, and that relate in any way to any of the Company’s proposed businesses, products, or research and development, and that are not assigned to the Company under this Agreement; or, if no such list is attached, Executive represents that there are no such Prior Inventions.As to any Invention in which Executive has an interest at any time, if Executive uses or incorporates such an Invention in any released or unreleased Company product, service, program, process, development, or work in progress, Executive irrevocably grants to the Company (to the extent Executive has authority to do so) a perpetual, royalty-free, fully paid up, irrevocable, worldwide license to exercise any and all rights with respect to such Invention, including without limitation the right to protect, make, have made, import, copy, modify, make derivative works of, use, sell and otherwise distribute that Invention without restriction and right to sublicense those rights to others (with the right to grant further sublicenses). This license will be exclusive, subject only to any preexisting non-exclusive licenses or other pre-existing rights not subject to my control.

e.Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of Executive’s employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any

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other format. The records will be available to and remain the sole property of the Company entity that employs Executive at the time such records were made. Executive agrees not to remove such records from the Company’s premises except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.

f.Assistance. Executive will execute all documents and take all other actions reasonably requested by the Company in order to carry out and confirm the assignments contemplated by this Agreement, including without limitation applications for patents, registered designs, certificates of authorship, and other instruments or intellectual property protections appropriate to protect and enforce intellectual property rights throughout the world. If Executive fails to execute, acknowledge, verify, or deliver any such document reasonably requested by the Company, Executive will be in breach of this Agreement, and Executive hereby irrevocably appoints the Company and its authorized officers, managers, and agents as Executive’s agent and attorney-in-fact, to act in Executive’s place to execute, acknowledge, verify, and deliver any such document on Executive’s behalf. Executive’s obligations under this Section 8(f) apply during Executive’s employment with the Company and at all times thereafter.

g.Representations Regarding Existing Obligations. Executive represents and certifies as follows: (a) Executive is not in possession, custody, or control of any document or other tangible thing that in any way constitutes confidential, proprietary, or trade secret information of any third party (including any former employer); (b) Executive is not subject to a non-competition agreement that precludes Executive’s work for the Company; (c) Executive has identified all confidentiality, proprietary information, non-solicitation, or similar agreements or obligations Executive has with any third party, and Executive will not violate any such agreements or obligations in the course of Executive’s work for the Company; and (d) Executive will not use or disclose any tangible or intangible information that constitutes a trade secret of any third party (including any former employer) in the course of Executive’s employment, except pursuant to written authorization to do so (e.g., a technology license between the Company and the third party).

9.Restrictive Covenants.

a.Noncompetition. Executive agrees that during Executive’s employment and for a period of twelve (12) months after the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, whether as an employee, owner, partner, officer, consultant, director, or independent contractor, for or on behalf of any business, entity, or enterprise that is competitive with the Company’s business:

1.Engage in any role for a competitor that requires the performance of similar duties or responsibilities to those the Executive engaged in during the 18 month period prior to Executive’s separation; or

2.Engage in any Competitive Activities. “Competitive Activities” means the development, production, negotiation, marketing, supervision, sale, or provision of or involvement with any product, service, work, activity, technology, feature, or project that is or is intended to be competitive with one or more products, services, work, activities, technologies, product features, or projects on which Executive worked or about which Executive developed or learned Confidential Information. These non-competition restrictions apply to any geography, market, or industry where the Company conducts, conducted, or explored conducting business during the 18 months prior to Executive’s separation, and

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to which Executive was assigned, had responsibility for, or about which Executive otherwise learned or developed Confidential Information.

b.Nonsolicitation. Executive agrees that, during Executive’s employment and for a period of twelve (12) months following the termination of Executive’s employment for any reason, Executive will not directly or indirectly, either alone or in association with others:

1.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any employee, independent contractor, consultant, or contributor of the Company to terminate, reduce, or alter her/his employment or other engagement with the Company; or

2.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any of the actual or prospective clients, customers, accounts, vendors, subcontractors, or business partners of the Company to cease, reduce, divert, discontinue, or otherwise alter their business relationship with the Company.

c.Reasonableness and Remedies. Executive recognizes and agrees that the restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company, do not impose an undue hardship on Executive, are imperative to maintain the Company’s Confidential Information, and that Executive considers the restrictions to be reasonable (including as to scope, area, and duration). Executive also understands that this Agreement is not meant to prevent Executive from earning a living or developing Executive’s career should Executive’s employment with the Company terminate. Executive understands, is aware, and agrees that the Company may notify any future or prospective employer or third party of the existence of this Agreement and Executive's obligations under this Agreement.

d.Executive agrees that any violation or breach of this Agreement would cause the Company irreparable harm which would not be adequately compensated by monetary damages. A restraining order, injunction, or other relief may be granted by any court or courts having jurisdiction restraining Executive from violation of the terms of this Agreement and to maintain the status quo pending resolution of the alleged breach. Executive acknowledges that the preceding sentence shall not be construed to limit the Company from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement.

10.Miscellaneous.

a.Arbitration. Executive understands and agrees that by signing this Agreement, the Company and Executive are both giving up any right that we may have to a judge trial or jury trial with regard to all issues between the parties, other than those specifically excluded below. Executive agrees that any controversies or claims arising out of or relating to this Agreement or arising out of or relating to the employment relationship or termination thereof, between the Company and Executive (“Claims”), shall be fully and finally settled by arbitration in Seattle, Washington, except as provided below. The Claims covered by this arbitration clause include disputes regarding the validity and construction of this Agreement, including without limitation this arbitration clause.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages and attorneys’ fees and costs). Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Claims for workers’ compensation and unemployment insurance, as well as claims that may be asserted by either party on an individual basis in small claims court, are not covered by this

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arbitration clause. This arbitration clause does not prohibit Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any state or local equal employment opportunity agency.

Except as otherwise stated in this arbitration clause, Executive agrees that the arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures, currently available at www.jamsadr.com/rules-employment-arbitration. The arbitration shall be conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the JAMS rules.

If Executive files a Claim in arbitration, Executive understands that Executive will be responsible for at least the initial filing fee that would apply to a claim filed in court. To the extent required by law to enforce this Agreement, the Company will pay the balance of the arbitrator’s fees and administrative costs related to the arbitration. Executive understands that the Company and Executive will otherwise bear their own fees and costs, except the prevailing party shall be entitled to costs, expenses, and reasonable attorneys' fees to the extent permitted by law. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this provision.

The arbitration shall be confidential and closed to the public unless otherwise required by law. This confidentiality provision will not apply to claims arising under RCW 49.60 or federal antidiscrimination laws. Arbitration of those claims will not be confidential and will be open to the public.

This arbitration clause shall be governed by the Federal Arbitration Act (FAA) and, to the extent that law does not apply, by Washington State law without reference to choose of law principles.

Notwithstanding the preceding, this arbitration clause does not prohibit Executive or the Company from filing for temporary injunctive relief, specific performance, or similar equitable relief in order to preserve the status quo pending the arbitration of the parties’ dispute if the conduct sought to be enjoined threatens irreparable harm to Executive or the Company.

b.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive’s death and (b) any successor of Company. Any such successor of Company will be deemed substituted for Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets or business of Company. None of Executive’s rights to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void. This Section 10(b) will in no way prevent Executive from transferring any vested property he owns.

c.Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers’ insurance policies, with such indemnification to be on the terms determined by the Board or any of its committees, but on terms no less favorable than

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provided to other Company executive officers or directors and subject to the terms of any separate written indemnification agreement.

d.Section 409A. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such separation from service to be a “specified” Executive under Section 409A of the Code, then such payment or payment shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum. To the extent any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code, the Executive and the Company may make changes to this Agreement to avoid adverse tax consequences under Section 409A.

e.Severability. If any provision of this Agreement including any and all Exhibits shall be found by any arbitrator or court of competent jurisdiction to be invalid or unenforceable, then the Parties hereby waive such provision to the extent of its invalidity or unenforceability and agree that all other provisions in this Agreement shall continue in full force and effect.

f.No Waiver. The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.

g.Withholding. All sums payable to Executive hereunder shall be in United States Dollars and shall be reduced by all federal, state, local, and other withholding and similar taxes and payments required by applicable law.

h.Entire Agreement. This Agreement (including the exhibit(s) hereto) constitutes the entire agreement and understanding between the parties relating to Executive’s employment with Company. This Agreement supersedes and cancels any and all previous contracts, arrangements, or understandings with respect the subject matter hereof.

i.Amendment. The Parties understand and agree that this Agreement may not be amended, modified, or waived, in whole or in part, expect in a writing executed by Executive and the

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Chairman of the Board, provided, that, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees generally.

j.Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally; (b) one (1) day after being sent overnight by a well-established commercial overnight service; or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing: If to Company: 10885 NE 4th Street, Suite 400 Bellevue, WA 98004 (or current LME headquarters) If to Executive: at the last known residential address known by Company.

k.Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the Parties hereto.

l.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement.

m.Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of laws.

n.Attorneys’ Fees. In the event of any claim, demand, or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys’ fees, including any such costs and fees upon appeal.

WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of Company by a duly authorized officer, as of the day and year written below.

For Executive		For Limeade, Inc.
Signature	/s/ Todd Spartz	Signature	/s/ Henry Albrecht
Name	Todd Spartz	Name	Henry Albrecht
Title	CFO	Title	CEO
Date	4/27/2021	Date	5/4/2021

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Exhibit A

EXECUTIVE COMPENSATION OFFER

TODD SPARTZ, CHIEF FINANCIAL OFFICER EFFECTIVE DATE: 4/27/2021

Base salary	$300,000
Discretionary bonus potential %	40%
Discretionary bonus potential $	$120,000
Total cash compensation potential	$420,000
Discretionary bonus criteria	75% company financial performance 25% individual performance *
Equity Grant	An option to purchase 2,500,000 shares of Limeade Common Stock, vesting over four years as set forth in the 2019 Omnibus Incentive Plan. Complete grant details will be provided in option agreement.

*All bonuses subject to CARR baseline of $58M. If CARR is below $58M then no payout is guaranteed (any bonuses would be discretionary)

*If CARR of at least $58M is achieved, then eligible for bonus based on specific criteria achievement as determined by the Board and the Employee’s manager. If $58M is achieved, each specific criteria is evaluated individually for eligible payout based on the allocation below.

*Discretionary bonus is tied to the company financial performance metrics as outlined below and individual performance, with potential for partial and overachievement, as approved by the Limeade Board of Directors. Note that there is a total $58M CARR threshold that must be achieved in order for bonus to be paid. All dollar amounts in USD

*Salary & Bonus are pro-rated from effective date

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EX-10.10

Exhibit 10.10

Limeade, Inc

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into by and between Limeade, Inc. (“Company” or “Company”) and Henry Albrecht (“Executive” or “Employee”) on April 24, 2022. Company and Executive may be

collectively referred to herein as the “Parties.”

In consideration of the promises and the terms and conditions set forth in this Agreement, the Parties agree as follows:

1.Position, Duties, Scope of Employment.

a.Position and Duties. The Parties are entering this Agreement as of April 24, 2022 (“Agreement Commencement Date”) and ending as provided in Sections 3(a) or 4 below. Executive shall continue to serve as Chief Executive Officer (*CEO”) of the Company and will report to the Board of Directors of the Company (the “Board”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position, as shall reasonably be assigned to Executive by the Company.

b.Exclusive Service. During the Employment Period (as defined below), Executive will be expected to devote Executive’s full working time and attention to the business of the Company and will not render services to any other business without the prior approval of the Board or, directly or indirectly, engage or participate in any business that is competitive in any manner with the business of the Company. Executive will also be expected to comply with and be bound by the Company’s operating policies, procedures, and practices that are in effect during the term of their employment.

c.At-Will Employment. Executive and Company understand and acknowledge that Executive’s employment with the Company constitutes “at-will” employment, and the employment relationship may be terminated at any time, with or without cause and with or without notice. However, as described in this Agreement, Executive may be entitled to severance benefits depending upon the circumstances of Executive’s termination of employment.

2.Compensation and Benefits.

a.Base Salary. While employed by the Company pursuant to this Agreement, the Company shall pay Executive an annual base salary of $450,000 (the “Base Salary”), payable in accordance with the Company’s normal payroll practices. The Company shall periodically review and, in the Company’s sole and absolute discretion, may modify Executive’s compensation (including the Base Salary and Incentive Bonus (as defined below) and benefits, subject to the provisions of Exhibit A of this Agreement.

b.Incentive Compensation/Target Bonus. Executive will be eligible to participate in a Company bonus plan that may be established from time to time in the Company’s sole discretion. Executive’s target bonus amount will be $500,000, payable at the discretion of the Board based on Company and Executive performance (the “Incentive Bonus”). If Executive is hired after the start of a fiscal year, the bonus will be pro-rated for the balance of fiscal year in which the Executive is hired. Executive must be employed by the Company on the payment date in order to receive any Incentive Bonus.

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c.Equity Awards. Subject to approval of the Board and Shareholders, the Company will grant Executive one or more performance-based options to purchase shares of Limeade Common Stock. The complete terms of any options will be covered in Exhibit A, Company’s Stock Plan, and a stock option Agreement between Limeade and Executive.

d.Executive Benefits. Executive shall be eligible to participate in all employee benefit plans and arrangements made available by the Company to its other senior executives, subject to the terms and conditions thereof.

e.Vacation. Executive will be entitled to receive paid vacation and holidays pursuant to the terms of the Company’s vacation policy as may exist from time to time.

f.Expenses. The Company will, in accordance with applicable Company policies and guidelines, reimburse Executive for all reasonable and necessary expenses incurred by Executive in connection with their performance of services on behalf of the Company.

3.Termination of Employment.

a.The employment period (“Employment Period”) will commence on the Agreement Commencement Date and will terminate immediately upon the first to occur of: (i) the effective date of Executive’s resignation for any reason; (ii) Executive’s death or Disability (as defined in Internal Revenue Code Section 22(e)(3)); or (iii) the Company’s election to terminate Executive’s employment at any time for Cause (as defined below) or without Cause.

b.In the event Executive’s employment with Company terminates for any reason, Executive will be entitled to any (a) unpaid Base Salary accrued up to the effective date of termination; (b) unpaid, but earned and accrued incentive payments if any, payable to Executive according to their terms; (c) pay for accrued but unused vacation calculated based on Executive’s Base Salary on the effective date of termination; (d) benefits or compensation as provided under the terms of any employee benefit and compensation agreements, including Equity Awards, if any, or other plans applicable to Executive; and (e) unreimbursed business expenses required to be reimbursed to Executive. In the event Executive’s employment with Company terminates for any reason, Executive will be allowed to exercise their vested stock options to purchase Company common stock, if any, during the time period set forth in, and in accordance with, the plan and governing stock option agreement(s).

c.The Company may offset any amounts Executive owes to Company against any amounts the Company owes Executive hereunder. The termination of Executive’s employment with the Company for any reason shall be deemed to automatically remove Executive, without any further action, from any and all offices held by Executive with the Company (including, without limitation, any office as a member of the Board). Executive agrees to promptly sign and submit notice(s) of resignation, or any other documents reasonably requested in order for the Company to effect the removal of Executive from any offices held by Executive. Any exceptions to this section 3(c) expressly requested by Executive in writing at the time of termination will be considered by the Board which shall exercise its discretion by acting in good faith, in the best interests of the Company, and in accordance with its fiduciary duties.

d.In the event of Executive’s termination of employment, Executive will take all necessary and reasonable actions to effect a smooth transition of Executive’s duties to such person or

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persons as may be designated by the Board or its designee. The fulfillment of this obligation will be a condition of receiving the benefits in Sections 3(b) and 4(a).

4.Severance.

a.If the Employment Period is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below), but not in the case of a Change in Control (as defied below), Executive shall be entitled to (i) an amount equal to twelve (12) months of Executive’s then-current Base Salary, payable over a twelve-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; and (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) twelve (12) months following the date of termination, and (b) the date upon which Executive becomes eligible to be covered under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (“Severance”). If the Employment Period is terminated for Cause, Executive will be entitled to receive only those payments described above in Section 3(b). Solely for purposes of Section 409A of the Code (as defined below), each payment of severance pursuant to Section 4(a)(i) above shall be considered a separate payment. For avoidance of doubt, payments made pursuant to Section 5(a) (Change in Control) are exclusive and, in no event, shall Severance be paid if Executive receives compensation pursuant to Section 5(a).

b.As a condition to the Company’s ongoing obligation to pay Executive Severance, Executive shall (i) execute and deliver to the Company a general release in the form provided by the Company not revoke or breach the provisions of the release (the “Effective Release”), and (ii) continue to comply with any ongoing obligations under this Agreement (as defined below).

c.Executive shall forfeit all rights to Severance (excluding, for avoidance of doubt, any non-forfeitable employee benefits, such as the opportunity to purchase COBRA benefits, mandated by law) if the release is not an Effective Release within sixty (60) days following the date of Executive’s termination of employment. If the foregoing release is an Effective Release as provided above, then Severance payments shall commence on the next regularly scheduled pay period after it becomes an Effective Release. If the period between the end of employment and the deadline for signing the release and it becoming irrevocable starts in one calendar year and ends in the next year, then payments of severance benefits will not start until the later year, regardless of when the release is signed and becomes irrevocable.

d.For purposes of this Agreement as it relates to Executive, “Cause” means (i) Executive’s failure to substantially perform Executive’s duties under this Agreement for reasons other than death or Disability, which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period

following written notice of such failure from the Company; (ii) Executive’s willful failure or refusal to comply with reasonable written policies, standards, and regulations established by the Company from time to time, including but not limited to the Company’s anti-harassment and anti-discrimination policies which failure, if curable, is not cured to the reasonable satisfaction of the Board during the thirty (30) day period following written notice of such failure from the Company; (iii) the commission by Executive of an act of dishonesty or

constituting common law fraud, embezzlement, or a felony, or any tortious act, unlawful act, or malfeasance, in any case which causes or reasonably could cause (for example, if it were to

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become publicly known) material harm to the Company’s standing, condition, or reputation; or (iv) any material breach by Executive of the provisions of this Agreement between Executive and the Company. The Board shall make all determinations relating to termination, including without limitation any determination regarding Cause, pursuant to this Section 4(d).

5.Change in Control.

a.Notwithstanding anything to the contrary in this Agreement, if: (i) a Change in Control (as defined below) occurs during the Employment Period; and (ii) the Employment Period is terminated by Executive for Good Reason or the Company without Cause within three (3) months prior to or within eighteen (18) months after that Change in Control, Executive shall be entitled to (i) an amount equal to eighteen (18) months of Executive’s then-current Base Salary, payable over an eighteen-month period in accordance with the Company’s standard payroll cycle as in effect on the date of termination, but in no event less frequently than monthly; (ii) reimbursement of premiums for COBRA continuation health coverage for the period ending on the earlier of (a) eighteen (18) months following the date of termination and (b) the date upon which Executive becomes eligible for coverage under any other group health plan; and provided further that Executive makes a timely election for such COBRA coverage (iii) full acceleration of any time-based unvested stock options or other time-based equity- compensation awards and (iv) full payment of any granted performance-based awards, including full acceleration of any time-based unvested stock options or other time-based equity compensation awards if applicable, as defined by at the granting of such award.

b.For purposes of this Agreement “Change in Control” means; (i) the sale, lease, exchange, transfer, or other disposition (including, without limitation, by merger, consolidation, or otherwise) of assets constituting all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to a person (or entity) or group of persons (or entities) acting together, (ii) any merger, consolidation, or other business combination or refinancing or recapitalization of the Company as a result of which the voting securities of the continuing or surviving entity issued in respect of the Company’s voting securities outstanding immediately prior to the transaction represent less than a majority of the total issued and outstanding voting securities of the continuing or surviving entity immediately following such transaction, or (iii) any transaction or series of transactions (other than an initial public offering or an equity financing transaction) in or as a result of which any “person” (as that term is defined in Sections 3(a)(9) or 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) becomes the “beneficial owner” (as that term is defined in Rule 13d-3 under said 1934 Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Section, a Change in Control shall not include any of the changes identified in this Section 5(b) that are solely with any Limeade affiliates.

c.For purposes of this Agreement, “Good Reason” means one or more of the following, without Executive’s consent: (i) there is a material reduction in Executive’s Base Salary without Executive’s consent (except where there is a general reduction applicable to the management team generally), (ii) there is a material reduction in Executive’s primary responsibilities or authority, or scope of duties, it being understood that a reduction in Executive’s responsibilities or authority following a Change in Control shall not constitute Good Reason if (a) there is no demotion in Executive’s title or position or reduction of the scope of Executive’s duties within the Company or (b) Executive is given a position of materially similar or greater overall scope

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and responsibility within the acquiring company, taking into appropriate consideration that a nominally lower hierarchical role in a larger company may involve similar or greater scope and responsibility than a nominally higher role in the hierarchy of a smaller company or (c) a material change in the geographic location at which Executive must perform services; provided that in no instance will the relocation of Executive to a facility or a location of 30 miles or less from Executive’s then current work location be deemed material for purposes of this Agreement. It is understood that Executive must assert any termination for Good Reason by written notice to the Company no later than 45 days following the date on which arises the event or events giving the Executive the right to assert such a termination, and the Company must have an opportunity within thirty (30) days following delivery of such notice to cure the Good Reason condition. In no instance will a resignation by Executive be deemed to be for Good Reason if it is made more than twelve (12) months following the initial occurrence of any of the events that otherwise would constitute Good Reason hereunder.

6.Excise Tax. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s severance benefits payable under the terms of this Agreement will be either (a) delivered in full or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits.

7.Confidential Information.

a.Confidentiality. Executive understands that Executive will obtain, receive, or gain access to Confidential Information (as defined below) in connection with Executive’s work for the Company. During Executive’s employment and at all times thereafter, Executive will hold all Confidential Information in strictest confidence and, except as required to perform Executive’s obligations to the Company, Executive will not acquire, copy, use, publish, disclose, or communicate any Confidential Information without advance written authorization from the Company’s Board or as otherwise authorized by law or the terms of this Agreement.

b.Confidential Information. As used in this Agreement, the phrase “Confidential Information” means proprietary or confidential information of the Company, in whatever form, tangible or intangible, whether or not marked or otherwise designated as confidential, that is not otherwise generally known to the public, relating or pertaining to the Company’s business, projects, products, services, designs, content, customers, suppliers, inventions, or trade secrets, including but not limited to: business and financial information; techniques, technology, practices, processes, operations, and methods of conducting business; information technology systems, configurations, and operations; technical data, research, product plans, developments, formulas, drawings, and engineering; algorithms, software, and computer code; published and unpublished know-how, whether patented or unpatented; information concerning the identities of the Company’s business partners and customers or potential business partners and customers, including names, addresses, and contact information; customer information, including prices paid, buying history and habits, needs, and the methods of fulfilling those needs; supplier names, addresses, and pricing; and the Company’ pricing policies, marketing strategies, research projects or developments, licenses, legal affairs, and future plans relating to any aspect of the

5

Company’s present or anticipated businesses. I understand that, during my employment, “Confidential Information” does not include information protected under Section 7 of the National Labor Relations Act, including the terms and conditions of my own and others’ employment.

c.Prevention of Unauthorized Release of Confidential Information. Executive will take reasonable measures to prevent unauthorized persons or entities from obtaining, receiving, or gaining access to any Confidential Information in my possession or control.

d.Third Party Information. Executive will preserve as confidential any information that Executive learns or obtains from a third party or relating to a third party (such as a customer, affiliate, partner, or vendor) that is not readily available to the public and/or that the Company is obligated to treat as confidential, and Executive will treat such information as Confidential Information.

e.Protected Rights. Executive understands that nothing in this Agreement will be interpreted to restrict or impede Executive from exercising any rights that cannot be waived by agreement, including responding truthfully or making disclosures in connection with any government investigation or proceeding before any administrative department or agency, or from complying with any applicable law, regulation, or a valid order of a court of competent jurisdiction or an authorized government agency, provided that Executive’s compliance does not exceed the requirements of such law, regulation, or order. Unless legally prohibited from doing so, Executive will provide prompt written notice of any such order to the Company. Additionally, Executive understands that nothing in this Agreement is intended to or will be interpreted to conflict with the federal Defend Trade Secrets Act (“DTSA”) or create liability for disclosures allowed under the DTSA.

8.Intellectual Property and Proprietary Information.

a.Copyrights. All copyrightable works Executive prepares within the scope of employment with the Company are and will be works made for hire. The Company entity then employing Executive owns all rights under copyright in and to such works and shall be considered the author of such works. If and to the extent that any such works are deemed not to constitute a work made for hire, and with respect to any other works that Executive prepared or will prepare during working hours or using the Company’s resources, Executive hereby irrevocably assigns to the Company all right, title, and interest in and to such work. To the extent any of

Executive’s rights in such works, including any moral rights, are not capable of assignment under applicable law, Executive hereby irrevocably and unconditionally waives all enforcement of those rights to the maximum extent permitted under applicable law. For the avoidance of doubt, this Section 8(a) will apply to all copyrightable works that Executive prepared, contributed to, or that the Company has used in any technology, product, service, website or design used, offered, or under development by the Company prior to the date of this Agreement.

b.Assignment of Inventions. Executive will make prompt and full written disclosure to the Company (or the Company entity then employing Executive, if not Limeade) and hereby irrevocably assign to the Company, or its designee, all Executive’s rights, title and interest throughout the world in and to any and all inventions, discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and trade secrets, whether or not patentable (collectively, “Inventions”), that Executive solely or jointly

6

may conceive, develop, reduce to practice, cause to be conceived or developed or reduced to practice, or otherwise produce during Executive’s employment with the Company.

c.Notice Regarding Exception to Assignments of Inventions.

1.A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

2.An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

3.If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Executive will advise the Company promptly in writing of any inventions that Executive believes meet such provisions and are not otherwise disclosed by Executive.

d.Inventions Retained and Licensed. Attached to this Agreement as Exhibit B is a list describing with particularity all Inventions and original works of authorship that were made by Executive before employment with the Company (collectively, “Prior Inventions”), which belong solely to Executive or belong to Executive jointly with another, and that relate in any way to any of the Company’s proposed businesses, products, or research and development, and that are not assigned to the Company under this Agreement; or, if no such list is attached, Executive represents that there are no such Prior Inventions.As to any Invention in which Executive has an interest at any time, if Executive uses or incorporates such an Invention in any released or unreleased Company product, service, program, process, development, or work in progress, Executive irrevocably grants to the Company (to the extent Executive has authority to do so) a perpetual, royalty-free, fully paid up, irrevocable, worldwide license to exercise any and all rights with respect to such Invention, including without limitation the right to protect, make, have made, import, copy, modify, make derivative works of, use, sell and otherwise distribute that Invention without restriction and right to sublicense those rights to others (with the right to grant further sublicenses). This license will be exclusive, subject only to any preexisting non-exclusive licenses or other pre-existing rights not subject to my control.

7

e.Maintenance of Records. Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the term of Executive’s employment with the Company. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole property of the Company entity that employs Executive at the time such records were made. Executive agrees not to remove such records from the Company’s premises except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business.

f.Assistance. Executive will execute all documents and take all other actions reasonably requested by the Company in order to carry out and confirm the assignments contemplated by this Agreement, including without limitation applications for patents, registered designs, certificates of authorship, and other instruments or intellectual property protections appropriate to protect and enforce intellectual property rights throughout the world. If Executive fails to execute, acknowledge, verify, or deliver any such document reasonably requested by the Company, Executive will be in breach of this Agreement, and Executive hereby irrevocably appoints the Company and its authorized officers, managers, and agents as Executive’s agent and attorney-in-fact, to act in Executive’s place to execute, acknowledge, verify, and deliver any such document on Executive’s behalf. Executive’s obligations under this Section 8(f) apply during Executive’s employment with the Company and at all times thereafter.

g.Representations Regarding Existing Obligations. Executive represents and certifies as follows: (a) Executive is not in possession, custody, or control of any document or other tangible thing that in any way constitutes confidential, proprietary, or trade secret information of any third party (including any former employer); (b) Executive is not subject to a non-competition agreement that precludes Executive’s work for the Company; (c) Executive has identified all confidentiality, proprietary information, non-solicitation, or similar agreements or obligations Executive has with any third party, and Executive will not violate any such agreements or obligations in the course of Executive’s work for the Company; and (d) Executive will not use or disclose any tangible or intangible information that constitutes a trade secret of any third party (including any former employer) in the course of Executive’s employment, except pursuant to written authorization to do so (e.g., a technology license between the Company and the third party).

9.Restrictive Covenants.

a.Noncompetition. Executive agrees that during Executive’s employment and for a period of twelve (12) months after the termination of Executive’s employment for any reason, Executive shall not, directly or indirectly, whether as an employee, owner, partner, officer, consultant, director, or independent contractor, for or on behalf of any business, entity, or enterprise that is competitive with the Company’s business:

i.Engage in any role for a competitor that requires the performance of similar duties or responsibilities to those the Executive engaged in during the 18 month period prior to Executive’s separation; or

8

ii.Engage in any Competitive Activities. “Competitive Activities” means the development, production, negotiation, marketing, supervision, sale, or provision of or involvement with any product, service, work, activity, technology, feature, or project that is or is intended to be competitive with one or more products, services, work, activities, technologies, product features, or projects on which Executive worked or about which Executive developed or learned Confidential Information. These non-competition restrictions apply to any geography, market, or industry where the Company conducts, conducted, or explored conducting business during the 18 months prior to Executive’s separation, and to which Executive was assigned, had responsibility for, or about which Executive otherwise learned or developed Confidential Information.

b.    Nonsolicitation. Executive agrees that, during Executive’s employment and for a period of twelve (12) months following the termination of Executive’s employment for any reason, Executive will not directly or indirectly, either alone or in association with others:

i.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any employee, independent contractor, consultant, or contributor of the Company to terminate, reduce, or alter her/his employment or other engagement with the Company; or

ii.Solicit, induce, or influence (or attempt to solicit, induce, or influence) any of the actual or prospective clients, customers, accounts, vendors, subcontractors, or business partners of the Company to cease, reduce, divert, discontinue, or otherwise alter their business relationship with the Company.

c.    Reasonableness and Remedies. Executive recognizes and agrees that the restrictions contained in this Section are necessary for the protection of the business and goodwill of the Company, do not impose an undue hardship on Executive, are imperative to maintain the Company’s Confidential Information, and that Executive considers the restrictions to be reasonable (including as to scope, area, and duration). Executive also understands that this Agreement is not meant to prevent Executive from earning a living or developing Executive’s career should Executive’s employment with the Company terminate. Executive understands, is aware, and agrees that the Company may notify any future or prospective employer or third party of the existence of this Agreement and Executive's obligations under this Agreement.

d.    Executive agrees that any violation or breach of this Agreement would cause the Company irreparable harm which would not be adequately compensated by monetary damages. A restraining order, injunction, or other relief may be granted by any court or courts having jurisdiction restraining Executive from violation of the terms of this Agreement and to maintain the status quo pending resolution of the alleged breach. Executive acknowledges that the preceding sentence shall not be construed to limit the Company from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement.

10.Miscellaneous.

a.Arbitration. Executive understands and agrees that by signing this Agreement, the Company and Executive are both giving up any right that we may have to a judge trial or jury trial with regard to all issues between the parties, other than those specifically excluded below. Executive agrees that any controversies or claims arising out of or relating to this Agreement or arising out of or relating to the employment relationship or termination thereof, between the Company and Executive (“Claims”), shall be fully and finally settled by arbitration in Seattle,

9

Washington, except as provided below. The Claims covered by this arbitration clause include disputes regarding the validity and construction of this Agreement, including without limitation this arbitration clause.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including statutory damages and attorneys’ fees and costs). Any and all proceedings to resolve Claims will be conducted only on an individual basis and not in a class, consolidated, or representative action.

Claims for workers’ compensation and unemployment insurance, as well as claims that may be asserted by either party on an individual basis in small claims court, are not covered by this arbitration clause. This arbitration clause does not prohibit Executive from filing an administrative charge with the Equal Employment Opportunity Commission or any state or local equal employment opportunity agency. Except as otherwise stated in this arbitration clause, Executive agrees that the arbitration shall be conducted in accordance with the JAMS Employment Arbitration Rules and Procedures, currently available at www.jamsadr.com/rules-employment-arbitration. The arbitration shall be conducted by one arbitrator either mutually agreed upon by the Company and Executive or chosen in accordance with the JAMS rules.

If Executive files a Claim in arbitration, Executive understands that Executive will be responsible for at least the initial filing fee that would apply to a claim filed in court. To the extent required by law to enforce this Agreement, the Company will pay the balance of the arbitrator’s fees and administrative costs related to the arbitration. Executive understands that the Company and Executive will otherwise bear their own fees and costs, except the prevailing party shall be entitled to costs, expenses, and reasonable attorneys' fees to the extent permitted by law. Judgment upon the award rendered by the arbitrator may be entered in any court having competent jurisdiction thereof. The statute of limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under this provision.

The arbitration shall be confidential and closed to the public unless otherwise required by law. This confidentiality provision will not apply to claims arising under RCW 49.60 or federal antidiscrimination laws. Arbitration of those claims will not be confidential and will be open to the public.

This arbitration clause shall be governed by the Federal Arbitration Act (FAA) and, to the extent that law does not apply, by Washington State law without reference to choose of law principles.

Notwithstanding the preceding, this arbitration clause does not prohibit Executive or the Company from filing for temporary injunctive relief, specific performance, or similar equitable relief in order to preserve the status quo pending the arbitration of the parties’ dispute if the conduct sought to be enjoined threatens irreparable harm to Executive or the Company.

b.Assignment. This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors, and legal representatives of Executive upon Executive’s death and (b) any successor of Company. Any such successor of Company will be deemed substituted for Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or otherwise, directly or indirectly acquires all or substantially all of the assets

10

or business of Company. None of Executive’s rights to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance, or other disposition of Executive’s right to compensation or other benefits will be null and void. This Section 10(b) will in no way prevent Executive from transferring any vested property he owns.

c.Indemnification. Subject to applicable law, Executive will be provided indemnification to the maximum extent permitted by Company’s Certificate of Incorporation or Bylaws, including, if applicable, any directors and officers’ insurance policies, with such indemnification to be on the terms determined by the Board or any of its committees, but on terms no less favorable than provided to other Company executive officers or directors and subject to the terms of any separate written indemnification agreement.

d.Section 409A. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code and (ii) Executive is deemed at the time of such separation from service to be a “specified” Executive under Section 409A of the Code, then such payment or payment shall not be made or commence until the earliest of (i) the expiration of the six (6)-month period measured from the date of Executive’s “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code with the Company or (ii) the date of Executive’s death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Executive, including (without limitation) the additional twenty percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to Executive or Executive’s beneficiary in one lump sum. To the extent any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive’s separation from service from the Company constitute deferred compensation subject to Section 409A of the Code, the Executive and the Company may make changes to this Agreement to avoid adverse tax consequences under Section 409A.

e.Severability. If any provision of this Agreement including any and all Exhibits shall be found by any arbitrator or court of competent jurisdiction to be invalid or unenforceable, then the Parties hereby waive such provision to the extent of its invalidity or unenforceability and agree that all other provisions in this Agreement shall continue in full force and effect.

f.No Waiver. The failure by either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way affect the right to require such performance or compliance at any time thereafter. The waiver by either party of a breach of any provision hereof shall not be taken or held to be a waiver of any preceding or succeeding breach of such provision or as a waiver of the provision itself. No waiver of any kind shall be effective or binding, unless it is in writing and is signed by the party against whom such waiver is sought to be enforced.

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g.Withholding. All sums payable to Executive hereunder shall be in United States Dollars and shall be reduced by all federal, state, local, and other withholding and similar taxes and payments required by applicable law.

h.Entire Agreement. This Agreement (including the exhibit(s) hereto) constitutes the entire agreement and understanding between the parties relating to Executive’s employment with Company. This Agreement supersedes and cancels any and all previous contracts, arrangements, or understandings with respect the subject matter hereof.

i.Amendment. The Parties understand and agree that this Agreement may not be amended, modified, or waived, in whole or in part, expect in a writing executed by Executive and the Chairman of the Board, provided, that, the Company may, from time to time in its sole discretion, modify or eliminate its policies and the benefits offered to employees generally.

j.Notices. All notices, requests, demands, and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally; (b) one (1) day after being sent overnight by a well-established commercial overnight service; or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the Parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to Company: 10885 NE 4th Street, Suite 400 Bellevue, WA 98004 (or current LME headquarters) If to Executive: at the last known residential address known by Company.

k.Binding Nature. This Agreement shall be binding upon, and inure to the benefit of, the successors and personal representatives of the Parties hereto.

l.Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same agreement.

m.Governing Law. This Agreement and the rights and obligations of the parties hereto shall be construed in accordance with the laws of the State of Washington, without giving effect to the principles of conflict of laws.

n.Attorneys’ Fees. In the event of any claim, demand, or suit arising out of or with respect to this Agreement, the prevailing party shall be entitled to reasonable costs and attorneys’ fees, including any such costs and fees upon appeal.

WITNESS WHEREOF, each of the Parties has executed this Agreement, in the case of Company by a duly authorized officer, as of the day and year written below.

For Executive		For Limeade, Inc.
Signature	/s/ Henry Albrecht	Signature	/s/ Elizabeth Bastoni
Name	Henry Albrecht	Name	Elizabeth Bastoni
Title	CEO	Title	Board Chair
Date	4/24/2022	Date	4/24/2022

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Exhibit A

EXECUTIVE COMPENSATION for 2022

HENRY ALBRECHT, CEO

Base salary (effective retroactive to March 1, 2022)	$450,000
Incentive Bonus	$500,000
Total Target Cash Compensation	$950,000
Equity Grant	Subject to Shareholder Approval at the Annual General Meeting, a grant of stock options, equal in value to $400,000. The number of stock options shall be determined by dividing the grant value by the volume-weighted average price of the Company’s shares for the thirty (30) day period ending on 16 June 2022. Stock options shall vest over 3 years, subject to financial performance criteria set forth below. Complete grant details will be provided in Option Agreement.

*Incentive Bonus

•Must be employed by Limeade at payout date to participate. All amounts are in USD

•Financial performance criteria are as noted below:

oCriteria Weighting: 75% Total CARR / 25% EBITDA

oPlan Targets: $58.0M CARR / ($6,975K) EBITDA

•Incentive Bonus is subject to the performance thresholds and company financial performance metrics as outlined below, with potential for partial and overachievement, as approved by the Limeade Board of Directors.

•CARR and EBITDA targets must be achieved in order for bonus to be paid. If targets are not met then no payout is guaranteed (any bonuses would be discretionary).

*Incentive Bonus Payout Scale

•For all criteria 0% payout below plan target

•75% payout for all criteria at target

•Maximum payout of 150% for 110% CARR achieve

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EX-10.11

Exhibit 10.11

Office Space Lease

The Summit

Basic Lease Information Sheet

1.	Effective Date:
2.	Tenant:	LIMEADE, INC., a Washington corporation
3.	Tenant's Address:	10885 N.E. 4th Street, Suite 400 Bellevue, Washington 98004 Attn: Toby Davis
4.	Landlord:	HINES GLOBAL REIT SUMMIT HOLDINGS LLC
5.	Landlord's Address:	Hines Global REIT Summit Holdings LLC c/o Hines 10885 N.E. 4th Street, Suite 190 Bellevue, WA 98004 Attn: Property Manager with a copy to Hines Global REIT Summit Holdings LLC c/o Hines 800 Fifth Avenue, Suite 3838 Seattle, WA 98104 For additional addresses, see Section 14.8 below
6.	Premises:	Suite No. 400 containing all of the rentable area on the 4th floor
7.	Rentable Area:	Twenty-three Thousand Eight Hundred Seventy-five (23,875) square feet
8.	Commencement Date:	August 1, 2018
9.	Delivery Date:	August 1, 2018
10.	Term:	Sixty-three (63) months (August 1, 2018 through October 31, 2023)
11.	Base Rent:
	Time Period	Annual Base Rent rate per square foot of Rentable Area (exclusive of Operating Costs)
	8/1/2018 - 7/31/2019	Thirty-five and 00/100 Dollars ($35.00)
	8/1/2019- 7/31/2020	Thirty-six and 00/100 Dollars ($36.00)
	8/1/2020- 7/31/2021	Thirty-seven and 00/100 Dollars ($37.00)
	8/1/2021 - 7/31/2022	Thirty-eight and 00/100 Dollars ($38.00)
	8/1/2022 - 7/31/2023	Thirty-nine and 00/100 Dollars ($39.00)
	8/1/2023- 10/31/2023	Forty and 00/100 Dollars ($40.00)
12.	Incentive Payment:	$208,906.24

A

13.	Security Deposit:	$224,584.17
14.	Parking:	2.6 Parking Passes for each 1,000 feet of Rentable Area
15.	Initial Parking Rate:	$235.00 per Parking Pass per month, which amount currently includes Washington State sales tax
16.	Allowance:	$15.00 per square foot of Rentable Area
17.	Broker(s):	Landlord's Broker:	Broderick Group
		Tenant's Broker:	Flinn Ferguson

/s/ TD	/	6.14.18	/s/ JG	/	7/9/18
Tenant's Initials/Date			Landlord's Initials/Date

B

TABLE OF CONTENTS

			Page
Basic Lease Information Sheet				A
ARTICLE 1 Premises				1
	1.1	Lease		1
	1.2	Landlord'sReserved Rights		1
	1.3	Common Areas		1
	1.4	CalculationofRentable Area		2
	1.5	Covenants		2
ARTICLE 2 Term, Use of Premises and Base Rent				2
	2.1	Term		2
	2.2	Delivery		2
	2.3	Confirmation		2
	2.4	Use		2
	2.5	Paymentsby Tenant		3
	2.6	PaymentofBase Rent		3
	2.7	Partial Month		3
ARTICLE 3 Security Deposit				3
ARTICLE 4 Payment of Operating Costs				4
	4.1	Net Lease		4
	4.2	Estimated Payments		4
	4.3	Tenant'sProportionate Share		4
	4.4	Operating Costs		4
	4.5	Adjustmentfor Occupancy		7
	4.6	ComputationofOperatingCosts Adjustment		7
	4.7	AdjustmentforVariationBetweenEstimatedand Actual		7
ARTICLE 5 Landlord's Covenants				8
	5.1	Basic Services		8
	5.2	Hours of Operation		9
	5.3	Interruption		9
	5.4	Extra Services		9
	5.5	Window Coverings		10
	5.6	Graphicsand Signage		10
	5.7	BuildingStandard Improvements		10
	5.8	Peaceful Enjoyment		11

ARTICLE 6 Tenant's Covenants			11
	6.1	Compliance With Work Letter	11
	6.2	ConstructionofTenant Improvements	11
	6.3	Telecommunications	12
	6.4	TaxesonPersonalPropertyandAboveStandard Improvements	12
	6.5	Repairsby Tenant	12
	6.6	Waste	13
	6.7	Alterations,Additions, Improvements	13
	6.8	Liens	14
	6.9	ComplianceWithLawsandInsurance Standards	14
	6.10	EntryforRepairs,Inspection,PostingNotices, Etc	15
	6.11	No Nuisance	15
	6.12	Rulesand Regulations	15
	6.13	SurrenderofPremiseson Termination	15
	6.14	Corporate Authority	16
	6.15	Utilities	16
	6.16	Securityfor Premises	16
	6.17	ProhibitedDrugLaw Activities	16
	6.18	Additional Services	16
ARTICLE 7 Hazardous Materials			16
	7.1	ProhibitionandIndemnityWithRespecttoHazardous Materials	16
	7.2	Definitions	17
ARTICLE 8 Assignment or Sublease			18
	8.1	General	18
	8.2	Landlord's Options	19
	8.3	DivisionofExcess Rent	20
	8.4	TenantNot Released	20
	8.5	Written Agreement	20
	8.6	Conditions	20
	8.7	Expenses	20
	8.8	NoRestrictionon Landlord	21
	8.9	NoLeasehold Financing	21
	8.10	RentsfromReal Property	21
ARTICLE 9 Condition and Operation of the Building			21
	9.1	No Warranty	21
	9.2	Building Alterations	21
ARTICLE 10 Lender Rights			22
	10.1	Subordination	22

ii

	10.2	Attornment	22
	10.3	Estoppel Certificate	22
ARTICLE 11 Insurance			22
	11.1	Landlord'sProperty Insurance	22
	11.2	Liability Insurance	23
	11.3	Tenant's Insurance	23
	11.4	Indemnityand Exoneration	24
	11.5	Indemnityfor Liens	25
	11.6	WaiverofSubrogation Rights	25
ARTICLE 12 Casualty and Eminent Domain			25
	12.1	Damageand Destruction	25
	12.2	Condemnation	27
ARTICLE 13 Default			28
	13.1	Events of Default	28
	13.2	Remedies Upon Default	29
	13.3	ComputationofRentforPurposesof Default	30
	13.4	Late Charge	31
	13.5	Remedies Cumulative	31
	13.6	Tenant's Remedies	31
ARTICLE 14 Miscellaneous			32
	14.1	No Waiver	32
	14.2	Holding Over	32
	14.3	UnrelatedBusinessTaxable Income	33
	14.4	Attorneys' Fees	33
	14.5	Amendments	33
	14.6	Transfers by Landlord	33
	14.7	Severability	33
	14.8	Notices	33
	14.9	Intentionally Omitted	34
	14.10	No Option	34
	14.11	Integration and Interpretation	34
	14.12	Quitclaim	34
	14.13	No Easement for Light, Air, and View	34
	14.14	No Merger	34
	14.15	Memorandum of Lease	34
	14.16	Survival	34
	14.17	Financial Statements	35
	14.18	No Joint Venture	35
	14.19	Successors and Assigns	35
	14.20	Applicable Law	35

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14.21	Time of the Essence; Force Majeure	35
14.22	Confidentiality	35
14.23	Interpretation	36
14.24	Parking	36
14.25	Fitness Center	37
14.26	Conference Facility	37
14.27	Brokers	37
14.28	USA Patriot Act Disclosures	37
14.29	Transportation Management	37

Attachments:
Exhibit A	Floor Plan of the Premises
Exhibit B	Legal Description of the Real Property
Exhibit C	Work Letter
Exhibit D	Lease Commencement Certificate

iv

SCHEDULE OF DEFINED TERMS

	Section No.	Page No.
Above Standard Improvements	Section 5.7		10
Allowance	Section 6.2		11
Alterations	Section 6.7		13
Base Rent	Section 2.6(a)		3
Basic Services	Section 5.1		8
Building Components	Section 1.2		1
Building	Section 1.1		1
Building Standard Improvements	Section 5.7		10
Business Days	Section 5.2		9
Claims	Section 7.1		16
Common Areas	Section 1.3		1
Complex	Section 1.1		1
Construction Manual	Section 6.1		11
Cost Statement	Section 4.6		7
Covenants	Section 1.5		2
Estimated Operating Costs	Section 4.2		4
Event of Default	Section 13.1		28
Expiration Date	Section 2.1		2
Extra Services	Section 5.4		9
Force Majeure	Section 14.21		35
Garage	Section 14.24		36
Hazardous Materials	Section 7.2(a)		17
Hazardous Materials Claims	Section 7.2(b)		17
Hazardous Materials Laws	Section 7.2(c)		17
Incentive Payment	Section 7.2(b)		17
Landlord Parties	Section 11.4		24
Laws	Section 6.9(a)		14
Major Vertical Penetrations	Section 1.2		1
Minor Alterations	Section 6.7		13
Normal Office Hours	Section 5.2		9
Operating Costs Adjustment	Section 4.6		7
Operating Costs	Section 4.4		4
Parking Lessee	Section 14.24		36
Parking Passes	Section 14.24		36
Permitted Hazardous Materials	Section 7.2(d)		18
Permitted Transfer	Section 8.1(c)		19
Permitted Transferee	Section 8.1(c)		19
Permitted Use	Section 2.4		2
Premises	Section 1.1		1
Prior Lease	Section 1.1		1
Real Property	Section 1.1		1

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Real Property Taxes	Section 4.4(i)	5
Rent	Section 2.5	3
Rentable Area	Section 1.4	2
Security Deposit	Section 3	3
Senior Instruments	Section 10.1	22
Senior Parties	Section 10.1	22
Successor	Section 10.2	22
Tenant Improvements	Section 6.1	11
Tenant Parties	Section 6.5	12
Tenant's Personal Property	Section 6.4	12
Tenant's Proportionate Share	Section 4.3	4
Term Commencement Date	Section 2.1	2
Term	Section 2.1	2
Transfer	Section 8.1	18
Transferee	Section 8.1	18

vi

Office Space Lease

The Summit, Bellevue

This Office Space Lease (the "Lease") is made and entered into as of the date set forth in the Basic Lease Information Sheet attached hereto and incorporated herein by this reference, by and between HINES GLOBAL REIT SUMMIT HOLDINGS LLC, a Delaware limited liability company ("Landlord") and LIMEADE, INC., a Washington corporation ("Tenant"). Tenant authorizes Landlord to insert the date of Landlord's execution hereof as the Effective Date on the Basic Lease Information Sheet and if no date is inserted, the Effective Date shall be the date Landlord's signature was notarized.

Now, therefore, in consideration of the mutual covenants and agreements contained in this Lease, the parties agree as follows:

ARTICLE 1

Premises

1.1    Lease. Subject to the terms, covenants and conditions set forth herein, Landlord leases to Tenant and Tenant leases from Landlord the premises identified in the Basic Lease Information Sheet, which are depicted on the floor plan attached hereto as Exhibit A (the "Premises"). The Premises are a part of a building and other improvements (collectively, the "Building"). The Building is part of the two building development (the "Complex) commonly known as The Summit, in Bellevue, Washington, on the property legally described on Exhibit B (the "Real Property"). Landlord reserves the right to add an additional building to the Complex. Tenant acknowledges that it currently occupies the Premises under a sublease with Puget Sound Energy (as amended from time to time, the "Prior Lease"). Landlord shall be deemed to have delivered possession of the Premises to Tenant immediately upon expiration of the lease between Landlord and Puget Sound Energy. Nothing contained herein shall release Tenant from any liability for obligations under the Prior Lease that accrue prior to the Tenn Commencement Date or that relate to events that occur prior to such date or that are stated therein to survive termination of the Prior Lease.

1.2    Landlord's Reserved Rights. In addition to all other rights reserved by Landlord under this Lease, Landlord reserves from the leasehold estate hereunder, and the Premises shall not include, (a) the exterior surfaces of the walls and windows bounding the Premises, and (b) all space located within the Premises for Major Vertical Penetrations (as defined below), conduits, electric and all other utilities, heating, ventilation and air-conditioning and fire protection and life safety systems, sinks or other Building facilities that do not constitute Tenant Improvements (collectively, "Building Components"). Landlord shall have the use of the Building Components and access through the Premises for operation, maintenance, repair or replacement thereof. Landlord shall have the right from time to time, to install, remove or relocate Building Components within the Premises so long as Landlord does not permanently and materially reduce the square footage of the Premises. As used herein, the term "Major Vertical Penetrations" shall mean the area or areas within Building stairs (excluding the landing at each floor), elevator shafts, and vertical ducts that service more than one floor of the Building. The area of Major Vertical Penetrations shall be bounded and defined by the dominant interior surface of the perimeter walls thereof (or the extended plane of such walls over areas that are not enclosed). Major Vertical Penetrations shall exclude areas for the specific use of Tenant or installed at the request of Tenant, such as special stairs or elevators.

1.3    Common Areas. Tenant shall have the nonexclusive right (in common with other tenants or occupants of the Building, Landlord and all others to whom Landlord has granted or may hereafter grant such rights) to use the Common Areas, subject to such rules and regulations as Landlord may from time to time impose. Landlord may at any time close temporarily any Common Areas to make repairs or changes therein or to effect construction, repairs, or changes within the Building, or to prevent the acquisition of public rights in such areas, or to discourage parking by parties other than tenants, and may do such other acts in and to the Common Areas as in its judgment may be desirable; provided, however, except in the case of an emergency, none of the foregoing may unreasonably interfere to Tenant's access to the Premises, and any work in the Common Areas shall, to the extent reasonably practicable, be performed in a manner that minimizes any

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interference with Tenant's use of the Premises for the Permitted Use. Landlord may from time to time permit portions of the Common Areas to be used exclusively by specified tenants, provided that if such use is for a significant period of time costs associated with such Common Areas, other than real property taxes and assessments, shall not be included in Operating Costs for so long as the use thereof remains restricted to specified tenants. Landlord may also, from time to time, place or permit customer service and information booths, kiosks, stalls, push carts and other merchandising facilities in the Common Areas. "Common Areas" means those areas designated by Landlord from time to time for the common use of tenants in the Building and may include ground floor lobbies, seating areas and elevator foyers; parking garage vestibules; fire vestibules; mechanical areas; restrooms and corridors on multi-tenant floors; elevator foyers and lobbies on multi-tenant floors; electrical and janitorial closets; telephone and equipment rooms; loading docks; locker rooms, exercise and conference facilities available for use by Building tenants (if any); walkways, roadways and sidewalks; trash areas; parking areas; mechanical areas; landscaped areas including courtyards, plazas and patios; and other similar facilities maintained for the benefit of Building tenants and invitees.

1.4    Calculation of Rentable Area. The term "Rentable Area" as used in this Lease shall mean the area or areas of space within the Building and the Complex as determined by Landlord from time to time in accordance with Landlord's customary methodology for measuring areas in the Building and the Complex and will include a portion of the Common Areas and service and amenity areas of the Building and the Complex. Landlord and Tenant stipulate that the Rentable Area set forth in the Basic Lease Information Sheet correctly states the Rentable Area of the space initially included in the Premises as of the Effective Date.

1.5    Covenants. Subject to Section 10.1, this Lease is subject and subordinate to all cost sharing agreements, joint use agreements, covenants, conditions, restrictions and easements affecting the Real Property and any other matters of record, now or in the future (the "Covenants") and Landlord may amend, modify, terminate or add to any of the Covenants at any time so long as none of the foregoing prohibit or unreasonably restrict Tenant's use of the Premises for the Permitted Use.

ARTICLE 2

Term, Use of Premises and Base Rent

2.1    Term. The term "Term Commencement Date" shall mean, the date stated in the Basic Lease Information Sheet. The "Term" of this Lease shall mean the number of years and/or months set forth in the Basic Lease Information Sheet, commencing on the Term Commencement Date. The term "Expiration Date" shall mean the last day of the Term.

2.2    Delivery. Landlord shall deliver possession of the Premises to Tenant in its current as is condition.

2.3    Confirmation. Tenant shall, within ten (10) days after receipt, execute and return to Landlord a Lease Commencement Certificate in the form of Exhibit D attached hereto, or any similar form requested by Landlord, confirming the information thereon. Failure within such time to execute and return or to object in writing to the Lease Commencement Certificate shall be conclusively deemed to be an acknowledgement that Tenant agrees to the terms shown thereon and Tenant shall be deemed to have confirmed that the certificate is correct as presented.

2.4    Use. Subject to the restrictions set forth in Section 7.1, Tenant shall use the Premises solely for executive, professional, corporate or administrative offices suitable for a class A downtown office building (the "Permitted Use") and for no other use or purpose. Notwithstanding the foregoing, for the purpose of limiting the type of use permitted by Tenant, or any party claiming through Tenant, but without limiting Landlord's right to lease any portion of the Complex to any tenant of Landlord's choice, the Permitted Use shall not include: (a) offices of any agency or bureau of the United States or any state or political subdivision thereof; (b) offices or agencies of any foreign government or political subdivision thereof; (c) offices of any health care professionals or service organization, except for administrative offices where no diagnostic, treatment or laboratory services are performed; (d) schools or other training facilities that are not ancillary to executive, professional or corporate administrative office use; (e) retail, restaurant or food service uses; (f)

2

broadcast studios or other broadcast production facilities, such as radio and/or television stations; (g) call centers or product display or demonstration facilities; (h) offices at which deposits or bills are regularly paid in person by customers; (i) personnel agencies, except offices of executive search firms; G) any use that is prohibited by or would conflict with any exclusive use rights or other provision of any other tenant's lease currently existing or executed prior to the commencement of the use in question; provided that Landlord represents to Tenant that to Landlord's current actual knowledge, Tenant's current use of the Premises does not conflict with any such existing exclusive right; (k) child day care services; or (I) any energy company or state or federal power or gas regulatory agency; or (m) any co-working, work-share or office-sharing business (including but not limited to excusive office suites, flexible workplace center or any comparable for profit arrangement [which shall not prohibit any subleases including those that qualify as Permitted Transfers]).

2.5    Payments by Tenant. As used herein, the term "Rent" shall include Base Rent, Operating Costs (as defined in Article 4 below) and all other sums payable by Tenant to Landlord. Tenant shall pay Rent at the times and in the manner herein provided. All obligations of Tenant hereunder to make payments to Landlord shall constitute Rent and failure to pay the same when due shall give rise to the rights and remedies provided in Article 13.

2.6    Payment of Base Rent.

(a)    General. Tenant's obligation to pay Base Rent and Operating Costs shall commence upon the Term Commencement Date and its other obligations under this Lease shall commence upon execution hereof or entry onto the Premises (as applicable). Tenant shall pay Base Rent in the amounts set forth in the Basic Lease Information Sheet ("Base Rent") as the same may be adjusted from time to time hereunder in advance on or before the first day of each calendar month during the Term; provided, however, that Base Rent and Tenant's Proportionate Share of Operating Costs for the first full calendar month in which such sums are payable shall be paid in advance upon execution of this Lease and shall be applied by Landlord to the first installment(s) thereof payable hereunder. All payments of Rent due under this Lease shall be payable in advance, without demand (except as specifically provided herein) and without reduction, abatement, counterclaim or setoff, at the address specified in the Basic Lease Information Sheet, or at such other address as may be designated by Landlord.

(b)    Incentive Payment. Provided no default occurs under this Lease and remains uncured, and provided no liens are filed relating to work performed on behalf of Tenant that remain undischarged or un-bonded, Landlord shall pay the sum set forth in the Basic Lease Information Sheet (the "Incentive Payment") to Tenant within thirty (30) days after the Term Commencement Date. If an Event of Default occurs under this Lease at any time during the Term, Tenant will not be entitled to the Incentive Payment and must repay to Landlord the unamortized portion of the Incentive Payment previously received (based on straight line amortization over the initial Term of this Lease).

2.7    Partial Month. If the Term Commencement Date is not the first day of a calendar month, Base Rent and Operating Costs for that partial calendar month shall be prorated based on the actual number of days in the month included in the Term and a 365 day year and the prorated installment shall be paid on the Term Commencement Date.

ARTICLE 3

Security Deposit

Concurrently with execution hereof, Tenant shall pay to Landlord the amount described in the Basic Lease Information Sheet, as security for the full and faithful performance of Tenant's obligations under this Lease (the "Security Deposit"). Landlord may (but shall not be required to) use the Security Deposit or any portion thereof to cure any defaults on the part of Tenant or to compensate Landlord for any damage or costs Landlord incurs as a result of Tenant's failure to perform any of its covenants or obligations hereunder. In such event, and upon written notice from Landlord to Tenant specifying the amount of the Security Deposit so utilized by Landlord and the purpose for which such amount was applied, Tenant shall immediately deposit with Landlord an amount sufficient to return the Security Deposit to the original amount. Tenant acknowledges

3

that any use of the Security Deposit shall not constitute a bar or defense to any of Landlord's remedies under this Lease, at law or in equity. Within a reasonable period of time after expiration of the Term or earlier termination of this Lease, the Security Deposit shall be returned to Tenant, reduced by those amounts that may be required by Landlord to remedy defaults on the part of Tenant in the payment of Rent or otherwise, to repair damages to the Premises caused by Tenant and to restore the Premises to the condition required by this Lease. Landlord shall have no obligation to segregate the Security Deposit from its general funds or to pay interest thereon. If Landlord conveys or transfers its interest in the Premises, and as a part of such conveyance or transfer, assigns its interest in this Lease, then Landlord shall be released and discharged from any further liability to Tenant with respect to the Security Deposit.

ARTICLE 4

Payment of Operating Costs

4.1     Net Lease. This is a net lease. Base Rent shall be paid to Landlord absolutely net of all costs and expenses. The provisions of this Article 4 for payment of Operating Costs by means of periodic payment of Tenant's Proportionate Share (as defined in Section 4.3) of Estimated Operating Costs (as defined in Section 4.2) and the Operating Costs Adjustment (as defined in Section 4.6) are intended to pass on to Tenant and reimburse Landlord for Tenant's Proportionate Share of all costs and expenses of the nature described in Section 4.4.

4.2    Estimated Payments. Tenant shall pay Tenant's Proportionate Share of Estimated Operating Costs in advance on or before the first day of each calendar month during the Term. "Estimated Operating Costs" for any calendar month shall mean Landlord's estimate of Operating Costs for the calendar year within which such month falls, divided into twelve (12) equal monthly installments. Landlord shall provide Tenant with a statement setting forth the Estimated Operating Costs and Tenant's Proportionate Share thereof within a reasonable period of time after the Term Commencement Date and the commencement of each calendar year thereafter. Landlord may adjust such estimate from time to time by written notice. Until a new statement of Estimated Operating Costs is received Tenant shall continue to make the monthly payment of Estimated Operating Costs applicable to the prior year.

4.3    Tenant's Proportionate Share. "Tenant's Proportionate Share" shall be calculated by Landlord from time to time and shall mean a percentage equal to the Rentable Area of the Premises divided by the greater of (a) ninety-five percent (95%) of the total Rentable Area in the Complex leased or held for lease, or (b) the Rentable Area of the Complex actually leased to tenants, as calculated by Landlord from time to time. Notwithstanding anything herein to the contrary, in any instance in which Landlord, in Landlord's reasonable discretion, deems Tenant to be responsible for any amounts greater than Tenant's Proportionate Share of any expense, Landlord shall have the right to allocate such costs in any manner Landlord deems reasonably appropriate. Landlord may establish cost pools for certain expenses that benefit some but not all tenants in the Complex and may allocate such costs to the tenants benefited by such costs using any commercially reasonable basis selected by Landlord.

4.4    Operating Costs. "Operating Costs" shall mean all expenses and costs (but not specific costs that are separately billed to and payable by specific tenants) of every kind and nature that Landlord shall pay or incur or become obligated to pay or incur (including, without limitation, costs incurred by managers and agents that are reimbursed by Landlord) because of or in connection with the management, repair, maintenance, replacement, preservation, ownership and operation of the Complex and any supporting facilities directly serving the Complex (as allocated to the Complex in accordance with standard accounting practices, consistently applied). Operating Costs shall include, but not be limited to the following types of expenses:

(a)    Wages, salaries, reimbursable expenses and benefits of all on-site and off-site personnel, including employees, independent contractors and agents, engaged in the operation, repair, maintenance, management and security of the Complex and the direct costs of training such employees; provided, however, any such costs associated with any of the foregoing personnel who also provide services to other properties shall be appropriately allocated among all such properties.

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(b)    Costs (including fair market rental) for any property management and engineering offices anywhere within the Complex, conference room, exercise facilities and other areas dedicated to amenities available to tenants in the Complex that would otherwise be leasable area and the cost of operating such areas and amenities, including the cost of acquiring or leasing equipment therein (net of any revenues actually received from users in connection with the use of such amenities).

(c)    All supplies, materials, furniture and equipment used in the operation and maintenance of the Complex and tenant amenities, including, without limitation, the cost of erecting, maintaining and dismantling art work and similar decorative displays commensurate with operation of a Class A office project in the Bellevue market.

(d)    Utilities, including, without limitation, water, power, sewer, waste disposal, communication and cable television facilities, heating, cooling, lighting and ventilation of the Complex.

(e)    All maintenance, extended warranties (amortized over the period of such· warranty), janitorial and service agreements for the Complex and the equipment therein, including, but not limited to, alarm service, window cleaning, elevator maintenance, and maintenance and repair of the Complex and all Building Components.

(f)    Legal and accounting services for the Complex, including, but not limited to, the costs of audits by certified public accountants of Operating Costs records, subject to the limitations set forth below with respect to legal services.

(g)    All insurance premiums and costs, including but not limited to, the premiums and cost of fire, casualty, liability, rental abatement or interruption, flood and earthquake insurance applicable to the Complex and Landlord's personal property used in connection therewith (and all amounts paid as a result of loss sustained that would be covered by such policies but for commercially reasonable "deductible" or self-insurance provisions).

(h)    Repairs, replacements and general maintenance of the Complex (except for repairs and replacements (i) paid for from the proceeds of insurance (or that would be paid from the proceeds of insurance but for Landlord's failure to maintain the insurance coverage required hereunder), (ii) paid for or payable directly by Tenant, other tenants or any third party, or (iii) made in order to correct code violations in existence on the Effective Date of this Lease under Laws then in effect and as applied to the Complex as of the Effective Date.

(i)    All real and personal property taxes, assessments, local improvement or special benefit district charges and other governmental charges, special and general, known and unknown, foreseen and unforeseen, of every kind and nature whatsoever (i) attributable to the Real Property or the Complex or levied, assessed or imposed on, the Real Property or the Complex, or any portion thereof, or interest therein; or (ii) attributable to or levied upon Landlord's personal property located in, or used in connection with the Complex; including (A) surcharges and all local improvement or special benefit and other assessments levied with respect to the Complex, the Real Property, and all other property of Landlord used in connection with the operation of the Complex; (B) any taxes levied or assessed in lieu of, in whole or in part, or in addition to such real or personal property taxes (including, but not limited to, leasehold taxes, business and occupation taxes and taxes or license fees upon or measured by the leasing of the Complex or the rents or other income collected therefrom; (C) any and all costs, expenses and reasonable attorneys' fees paid or incurred by Landlord in connection with any proceeding or action to contest in whole or in part, formally or informally, the valuation, imposition, collection or validity of any of the foregoing taxes, assessments, charges or fee (collectively, "Real Property Taxes"). If by law any Real Property Taxes may be paid in installments at the option of the taxpayer, then Landlord shall include within Real Property Taxes for any year only those installments (including interest, if any) which would become due by exercise of such option. Real Property Taxes shall not include (x) inheritance or estate taxes imposed upon or assessed against the Complex, or any part thereof or interest therein, or (y) federal or state income taxes computed upon the basis of the Landlord's net income. If as a result of a successful tax contest Landlord receives a refund of any payment of Real Property Taxes for any

5

period during the Term for which Tenant has paid such Real Property Taxes, Landlord shall either refund Tenant's Proportionate Share thereof (after deducting any actual costs incurred by Landlord and not previously recovered from tenants under clause (C) above or otherwise) within thirty (30) days following Landlord's receipt thereof or credit such amount against the next installment(s) of Operating Costs due from Tenant. The foregoing obligation of Landlord shall survive the expiration of the Term of the termination of this Lease until the final Cost Statement is prepared and any sums owed by either party pursuant to Section 4.6 have been paid.

(j)    Amortization (together with reasonable financing charges) of capital costs incurred (i) to comply with the requirements of any applicable Law, (ii) to repair or replace items which Landlord is obligated to maintain under this Lease and not paid for or payable directly by Tenant, other tenants or any third party; or (iii) to improve the operating efficiency of the Complex or reduce Operating Costs provided that Operating Costs shall not include capital costs incurred to correct code violations in existence on the Effective Date of this Lease under Laws then in effect and as applied to the Complex as of the Effective Date. As used in this Section, "amortization" shall mean allocation of the cost equally to each year of useful life of the items being amortized together with interest thereon at a rate reflecting Landlord's actual cost of funds or ten percent (10%) per annum, whichever is more. Notwithstanding the foregoing, however, Landlord may treat as expenses (chargeable in the year incurred), and not as capital costs, items that cost less than two percent (2%) of Estimated Operating Costs for the year in question.

(k)    Without duplicating any expenses passed through as Real Property Taxes, all charges of any kind and nature imposed, levied, assessed, charged or collected by any governmental authority or other entity either directly or indirectly (i) for or in connection with public improvements, user, maintenance or development fees, transit, parking, housing, employment, police, fire, open space, streets, sidewalks, utilities, job training, child care or other governmental services or benefits, (ii) for environmental matters or as a result of the imposition of mitigation measures, including compliance with any transportation management plan, or fees, charges or assessments as a result of the treatment of the Complex, or any portion thereof or interest therein, as a source of pollution or storm water runoff.

(l)    A management fee equal to no less than three percent (3%) of all revenue (excluding such management fee) derived from the Complex, including without limitation, all Rent hereunder, all rent and other payments derived from other tenants in the Complex, revenues from the Garage and other revenues derived from any other part of or right in the Complex.

(m)    All costs payable pursuant to the Covenants.

Notwithstanding the foregoing, Operating Costs shall not include

(aa)    any sums collected from or payable by other Complex tenants for special services provided to such tenant in excess of the services provided to Tenant hereunder;

(bb)    amounts received from insurance claims (or that would have been recoverable under any policy of insurance carried or required to be carried by Landlord hereunder, but for Landlord's failure to carry any such insurance or its failure to tender a claim to the insurer if the cost of pursuing the claim would be reasonable in light of the potential recovery) and costs ofrepair and reconstruction related thereto to the extent of such insurance proceeds (other than deductible amounts under applicable insurance policies);

(cc)    ground rent (if any);

(dd)    principal, interest or loan fees incurred in connection with any loan secured by the Complex or the Real Property;

(ee)    leasing commissions;

(ff)    except as permitted under Section 4.4.1(j) above, depreciation or amortization of the Complex or Building Components or expenses that should be capitalized in accordance with standard accounting practices, consistently applied;

6

(gg)    any penalties due to violation of Law or fines imposed for late payment of any Operating Costs by Landlord or interest thereon, unless such penalties, interest or fines were caused directly or indirectly by Tenant;

(hh)    attorneys' fees, costs, disbursements and other expenses incurred in connection with (i) negotiating lease terms for prospective tenants, (ii) negotiating termination or extension of leases with existing tenants, (iii) proceedings against tenants relating solely to the collection of Rent or other sums due to Landlord from such tenants, or (iv) defense of any criminal case;

(ii)    any costs of removal, remediation or encapsulation of any asbestos containing materials or other Hazardous Materials in the Complex except for costs incurred in connection with Hazardous Materials lawfully used in operation, maintenance and repair of the Complex;

(jj)    improvements or alterations to tenant spaces or leasable portions of the Complex;

(kk)    any cost representing an amount paid to a person, firm, corporation or other entity related to Landlord that is in excess of the amount that would have been paid for a comparable level and quality of service in the absence of such relationship;

(II)    charitable or political contributions;

(mm)    impact fees or other governmental charges assessed as part of the land use entitlement or permitting process for any existing or new Building in the Complex;

(nn)    general overhead costs (including accounting, risk management and office costs) except to the extent such costs are reasonably allocated among properties benefited by such costs; or

(oo)    costs of any items to the extent Landlord receives or is entitled to reimbursement from a third party except as a part of operating cost recoveries.

4.5    Adjustment for Occupancy. Notwithstanding any other provision herein to the contrary, if during any year of the Term the Building or the Complex is not fully occupied by tenants paying full rent or all premises within the Building or the Complex do not receive Basic Services (as defined in Section 5.1 below), then an adjustment shall be made in computing Operating Costs for such year so that Operating Costs shall be computed as though the Building or the Complex had been fully occupied by tenants paying full rent and provided with Basic Services during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Complex, an amount greater than one hundred percent (100%) of Operating Costs during any year of the Term.

4.6    Computation of Operating Costs Adjustment. The term "Operating Costs Adjustment" for any calendar year shall mean the difference, if any, between Estimated Operating Costs and actual Operating Costs for that calendar year. Landlord shall, within a reasonable period of time, not to exceed one hundred and twenty (120) days, after the end of any calendar year for which Estimated Operating Costs differs from actual Operating Costs, give written notice thereof to Tenant (a "Cost Statement"). The Cost Statement shall include a statement of the total Operating Costs applicable to such calendar year and the computation of the Operating Costs Adjustment. Landlord's failure to give such Cost Statement within a reasonable period of time after the end of any calendar year for which an Operating Costs Adjustment is due shall not release either party from the obligation to make the adjustment provided for in Section 4.7. The Cost Statement shall be final and binding on Tenant unless Tenant objects in writing within sixty (60) days after receipt thereof.

4.7    Adjustment for Variation Between Estimated and Actual. If Tenant's Proportionate Share of Operating Costs for any calendar year exceeds the payments received by Landlord towards Tenant's Proportionate Share of Estimated Operating Costs for such year, Tenant shall pay to Landlord Tenant's Proportionate Share of the Operating Costs Adjustment within thirty (30) days after delivery of the Cost Statement. If the Tenant's Proportionate Share of Operating Costs for any calendar year is less than the payments received by Landlord towards Tenant's Proportionate Share of Estimated Operating Costs for such year, then Landlord, at Landlord's option, shall either (a) pay Tenant's Proportionate Share of the Operating

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Costs Adjustment to Tenant in cash, or (b) credit said amount against future installments of Estimated Operating Costs payable by Tenant hereunder. If the Term commences or terminates at any time other than the first day of a calendar year, Tenant's Proportionate Share of the Operating Costs Adjustment shall be calculated based upon the exact number of calendar days during such calendar year that fall within the Term, and any payment by Landlord or Tenant required hereunder shall be paid even if the Term has expired when such determination is made, and Section 4.6 and this Section 4.7 shall each survive the expiration of the Term or the Termination of this Lease until the final Cost Statement is prepared and any sums owed by either party pursuant to Section 4.6 have been paid.

ARTICLE 5

Landlord's Covenants

5.1    Basic Services. So long as no Event of Default is continuing under this Lease, during Tenant's (or any subtenant's or assignee's) occupancy of the Premises Landlord shall provide the following ordinary and customary services ("Basic Services"):

(a)    Cold and hot water (other than hot water for special needs which will be supplied as an Extra Service) at those points of supply provided generally for tenants in the Building.

(b)    Central heat and air conditioning in season, at such temperatures and in such amounts as are considered by Landlord to be standard or as may be permitted or controlled by applicable Laws (as defined in Section 6.9) during Normal Office Hours.

(c)    Maintenance and repairs of (i) the structural portions of the Building, (ii) the exterior walls of the Building, including glass and glazing, (iii) the roof, (iv) base Building mechanical, electrical, plumbing, heating, ventilation, air-conditioning and life safety systems, and (v) Common Areas, all consistent with the operation of the Building as a Class A project.

(d)    Janitorial service on a five (5) day week basis, excluding holidays, in accordance with Landlord's customary janitorial specifications which shall not include cleaning of any specialized equipment or finishes in the Premises. If Tenant installs any specialized equipment or finishes in the Premises or requires additional cleaning not covered by Landlord's customary janitorial specifications, Tenant shall contract directly with Landlord's property manager to provide such janitorial service.

(e)    An electrical system to convey power delivered by public utility or other providers selected by Landlord, in amounts sufficient for normal administrative office operations during Normal Office Hours as provided in similar office buildings, but not to exceed a total allowance of four (4) watts per square foot of Rentable Area (which includes an allowance for lighting of the Premises), provided that no single item of electrical equipment consumes more than one-half (0.5) kilowatt at rated capacity or requires a voltage other than one hundred twenty (120) volts, single phase. If Tenant's electrical requirements, as estimated by Landlord based upon rated capacity (or based upon metered consumption), exceed four (4) watts per square foot of Rentable Area or if Tenant installs equipment exceeding the foregoing capacity, Tenant shall pay the full amount of such excess together with any additional costs incurred by Landlord to provide such excess capacity. Tenant may not install equipment exceeding such capacity without Landlord's prior approval, which shall not be unreasonably withheld, but may be conditioned on Tenant's installation of submetering equipment. If the installation and operation of Tenant's electrical equipment requires additional air conditioning capacity above that provided by the base Building equipment as part of Landlord's normal operation thereof, then Landlord may require Tenant to install, maintain and operate supplemental additional air conditioning equipment, at Tenant's cost and any costs incurred by Landlord in connection therewith (including utilities) shall be considered an Extra Service and shall be subject to the provisions of Section 5.4 below. If Landlord reasonably believes that Tenant's actual utility consumption exceeds typical office usage or any specific threshold set forth herein, Landlord may require Tenant to pay for the installation and operation of utility metering devices to measure actual utility consumption in the Premises, in which case Tenant shall pay for such utility based on actual usage, either directly to the applicable utility provider or to Landlord based on the actual per unit charge incurred by Landlord, without mark-up.

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(f)    Installation, maintenance and replacement of Building standard lamps, bulbs and ballasts used in the Premises and lighting service for all public areas and special service areas of the Building.

(g)    Courtesy patrol and access controls and monitoring for the Complex in accordance with Landlord's customary practices, which may include electronic card key access, roving personnel or surveillance devices; provided, however, that any such service shall be provided by unarmed personnel and shall not include alarm systems for special surveillance of the Premises; and provided,further, that Landlord shall not be liable to Tenant or any third party for any breach of security or any losses due to theft, burglary, battery or for damage done or injury inflicted by persons in or on the Complex.

(h)    Access to the Premises twenty-four (24) hours per day, seven (7) days per week, including (except in an emergency or for necessary repairs or maintenance) at least one (1) elevator serving the floor on which the Premises are located at all times, provided that such access may be subject to any reasonable access control procedures as may be imposed by Landlord from time to time including use of a key and or other device; and may be restricted from time to time for testing. repairs and maintenance or in connection with any emergency. Landlord's staff is not required to provide entry to any person who does not have an access card or key.

5.2    Hours of Operation. The term "Business Days" shall mean Monday through Friday, excluding State and Federal holidays and all days that maintenance employees of the Building are entitled to take off or to receive extra compensation for. from time to time under their union contract or other agreement. The term "Normal Office Hours" shall mean Business Days from 7:00 a.m. to 6:00 p.m., and Saturdays from 9:00 a.m. to 1:00 p.m.

5.3    Interruption.

(a)    Landlord shall not be liable for damages to either person or property, nor for injury to or interference with or interruption of Tenant's business operations, nor shall Landlord be deemed to have evicted Tenant, nor shall there be any abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder by reason of (a) interruption of, or deficiency in, the provision of Basic Services; (b) breakdown or malfunction of lines, cables, wires, pipes, equipment or machinery supplying Basic Services or telecommunications; or (c) curtailment or cessation of Basic Services due to causes or circumstances beyond the reasonable control of Landlord, including but not limited to (i) strikes, lockouts or other labor disturbance or labor dispute of any character, (ii) governmental regulation, moratorium or other governmental action, (iii) inability, despite the exercise of reasonable diligence, to obtain electricity, water or fuel from the providers thereof, (iv) acts of God, and (v) war, terrorism, civil unrest, and rioting.

(b)    Notwithstanding anything to the contrary contained in this Section 5.3, if: (i) Landlord does not furnish any Basic Service for a period in excess of five (5) consecutive Business Days after Tenant notifies Landlord of such interruption; (ii) such interruption arises solely from Landlord's or its employee's negligence or intentional misconduct; (iii) such interruption is not caused by a fire or other casualty (in which event Article 12 shall apply); and (iv) as a result of such interruption, the Premises or any portion thereof is rendered untenantable and Tenant in fact ceases to use the affected portion of the Premises, then, as Tenant's sole and exclusive remedy for such interruption, Base Rent shall be abated on the untenantable portion of the Premises during the period beginning on the day Tenant delivers notice of such interruption to Landlord and ending on the day when Basic Service has been restored. Tenant shall not be entitled to any rent abatement if the interruption was caused in whole or in part by Tenant or any Tenant Party or if the means of restoring the service is outside Landlord's control..

5.4    Extra Services. Landlord, or its affiliate, may provide to Tenant in Landlord's discretion and at Tenant's cost (and subject to the limitations hereinafter set forth) additional services ("Extra Services") as set forth below (such services to be provided by Landlord only to the extent such services are usually, ordinarily, and customarily rendered to tenants in connection with the rental of space in comparable commercial office buildings in the City of Bellevue, otherwise such services will be provided by Landlord's affiliate). Landlord will provide Extra Services only upon request from Tenant or to correct a default of

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Tenant, except that Tenant shall be deemed to have requested extra janitorial service if it installs Tenant Improvements that require janitorial service above that required for Building Standard Improvements. Tenant shall pay Landlord for the cost (including capital costs, out-of-pocket expenses and the allocated cost of Landlord's employees) of providing any Extra Services, together with an administrative fee equal to fifteen percent (15%) of such cost, within ten (10) days following presentation of an invoice by Landlord, or its affiliate, to Tenant. The cost chargeable to Tenant for Extra Services shall constitute additional Rent.

(a)    Additional air conditioning and ventilating capacity required by reason of any electrical, data processing or other equipment or facilities or services required to support the same, in excess of that which would be required for Building Standard Improvements.

(b)    Heating, ventilation, air conditioning or extra electrical equipment or service during hours other than Normal Office Hours. Landlord shall provide said heating, ventilation and air conditioning or extra service solely upon the prior request of Tenant given in compliance with the notice requirements and procedures that Landlord may establish from time to time. Tenant shall pay for this Extra Service at the hourly rate established by Landlord from time to time and generally assessed to tenants of the Building.

(c)    Any Basic Service in amounts determined by Landlord to exceed the amounts required to be provided under Section 5.1.

(d)    Any other item or service described in this Lease as an Extra Service or that Landlord is not required to provide as part of Basic Services.

5.5    Window Coverings. Unless otherwise approved by Landlord, Tenant shall use only Building standard window coverings. Tenant shall not remove, replace or install any window coverings, blinds or drapes on any exterior window without Landlord's prior written approval. Tenant acknowledges that breach of this covenant may directly and adversely affect the exterior appearance of the Building and the operation of the heating, ventilation and air conditioning systems.

5.6    Graphics and Signage. Landlord shall provide the initial identification of Tenant's name on the directory board and/or electronic directory, if any, in the main lobby of the Building and, if the Premises is on a multi-tenant floor, on the main entry to the Premises and in the elevator lobby on the floor on which the Premises is located, all using Landlord's standard format. All signs, notices and graphics of every kind or character, visible in or from public corridors, the Common Areas or the exterior of the Premises shall comply with Landlord's design guidelines and with the construction regulations and procedures for the Building adopted by Landlord from time to time and any deviation shall be subject to Landlord's prior written approval. Landlord hereby approves Tenant's existing signage in the Premises. Except for the signage to be installed by Landlord, Tenant shall be solely responsible for all costs of signage design, permitting, installation, maintenance and removal and shall reimburse Landlord for any costs incurred by Landlord in connection with Tenant's signage. Tenant must remove all of its signage from the Building upon expiration or any early termination of this Lease and shall restore the affected areas so that they match the adjacent surfaces and no evidence of the signage is visible. Landlord may remove any signage as and when necessary to perform repairs and maintenance, but shall reinstall any such signage upon completion of any such work. Tenant, at Tenant's sole cost, shall be allowed to place signage identifying Tenant on the exterior monument sign for the Building using Landlord's standard format or the same format used in Tenant's sign that was previously located on the monument sign.

5.7    Building Standard Improvements. "Building Standard Improvements" shall mean Tenant Improvements which are consistent with the Landlord's standard specifications for the Building as to type, quality, size and quantity. Landlord may make changes to the specifications for the Building Standard Improvements from time to time, provided that the same remain consistent with class A office buildings in the Bellevue market, and further provided that no such change shall obligate Tenant to modify or replace any existing improvements or cause any existing improvements to be characterized as Above Standard Improvements. "Above Standard Improvements" shall mean those Tenant Improvements that are unique to this Tenant or are of a type, quality, size or quantity different from the Building Standard Improvements. All

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Above Standard Improvements shall be constructed of materials and designed to standards of at least the same or better quality as comparable Building Standard Improvements. In instances where this Lease refers to Building Standard Improvements as a standard for the provision of services, maintenance, repair or replacement by Tenant or Landlord, such reference shall be to the difference in required services, maintenance, repairs or replacements between the Tenant Improvements as constructed in the Premises and the Building Standard Improvements, had Building Standard Improvements been constructed in the Premises.

5.8    Peaceful Enjoyment. Tenant shall have, hold and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rent and performs all of Tenant's covenants and agreements herein contained within any notice and cure periods set forth herein. This covenant and the other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only during their respective periods of ownership.

ARTICLE 6

Tenant's Covenants

6.1    Compliance With Work Letter. Tenant shall comply with the rules and regulations adopted by Landlord from time to time for construction in the Building and the terms and conditions of the construction manual for the Building, which are incorporated herein by this reference (the "Construction Manual") with respect to design and construction of any additional Tenant Improvements in the Premises. As used in this Lease, "Tenant Improvements" shall mean all improvements in the Premises in addition to the base Building, including Building Standard Improvements and Above Standard Improvements.

6.2    Construction of Tenant Improvements. Tenant acknowledges that it occupies the Premises under the Prior Lease and accepts the Premises in its current as-is condition. Except as expressly provided herein, Tenant shall be solely responsible for the design, permitting and construction of any alterations in the Premises necessary to refurbish or adapt the Premises to Tenant's use. All alterations shall be completed by Tenant in accordance with Section 6.7 below, at Tenant's expense except that Landlord shall reimburse Tenant for the actual costs incurred by Tenant on or after the Term Commencement Date, to design and construct Alterations in the Premises (including the cost of permit and construction drawings, fees, and permits and other hard and soft costs), up to the maximum amount set forth in the Basic Lease Information Sheet (the "Allowance"). Tenant may complete Alterations in two or more phases and in that event the conditions for the disbursement of the Allowance shall be applied separately to each phase. Although the Allowance may be used to reimburse Tenant for planning and permitting costs incurred before the Term Commencement Date disbursement will not occur until after the dates provided below. Provided that there is no continuing Event of Default and Tenant (together with any permitted subtenants) is occupying the Premises on each of the disbursement dates and has satisfied all of the requirement set forth below, Landlord shall disburse the Allowance to Tenant as set forth in this Section 6.2. One third (1/3) of the Allowance will be available to Tenant beginning August 1, 2018, an additional one third (1/3) of the Allowance will be available to Tenant beginning August 1, 2019, and the final one third (1/3) of the Allowance will be available to Tenant beginning August 1, 2020. If the amount of expenses incurred by Tenant that would otherwise qualify for reimbursement from the Allowance exceeds the amount of the Allowance then available for disbursement to Tenant, Tenant shall be entitled to reimbursement for such expenses when the next installment of Allowance funds are made available to Tenant as provided above (for example, Tenant may apply the disbursement of the Allowance in 2019 to expenses incurred in 2018, and the disbursement of the Allowance in 2020 to expenses incurred in 2018 or 2019. Tenant shall pay for the costs of all Alterations as and when due. Landlord shall pay each disbursement of the Allowance to Tenant within thirty (30) days after all of the following conditions have been satisfied: (i) completion of the Alterations for which reimbursement is sought in accordance with the approved plans, (ii) Landlord’s receipt of invoices for all costs and expenses related to the Alterations, including such appropriate back-up documentation as Landlord shall request together with lien releases corresponding to prior progress payments; (iii) Landlord’s receipt of fill and final original, signed lien releases from all contractors , subcontractors and supplied owed more than Two Thousand Five Hundred Dollars ($2,500) in connection with the Alterations in that phase, and (iv) Landlord’s receipt of as built plans showing all Alterations. Each

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disbursement request shall include a budget accounting for all actual and anticipated costs of the Alterations. If the budget shows that the remaining costs will exceed the installment of the Allowance to be disbursed, Landlord shall not be required to disburse the installment of the Allowance until Tenant has paid such excess. The Allowance may not be used to pay for any furniture, fixtures or equipment (including the purchase or installation of removable workstations and office equipment), wiring, or telecommunications equipment or cabling. All additions to or improvements of the Premises, whether of Building Standard Improvements or Above Standard Improvements, shall be and become the property of Landlord upon installation and shall be surrendered to Landlord upon termination of this Lease by lapse of time or otherwise, except as otherwise stated herein. Although Tenant Improvements become the property of Landlord upon installation, they are intended to be for the convenience of Tenant and are not intended to be a substitute for Rent or any part thereof.

6.3    Telecommunications. Tenant shall install and maintain all required intrabuilding network cable and other communications wires and cables (the "Lines") necessary to serve the Premises from the point of presence in the Building. Tenant must use Landlord's designated riser manager for all vertical runs in the shell and core riser closet. Tenant shall obtain telecommunications services within the Building from vendors selected by Landlord or selected by Tenant and approved by Landlord in its sole discretion. Any provider not currently serving the Building will be required to enter into an access agreement with Landlord on Landlord's standard form. All Lines shall be clearly marked with adhesive plastic labels (or plastic tags attached to such Lines with wire) to show Tenant's name, suite number, telephone number and the name of the person to contact in the case of an emergency (a) every four (4) feet outside the Premises (specifically including, but not limited to, the electrical room risers and other Common Areas), and (b) at the Lines' termination point(s), and (c) as required by any applicable Laws. Upon the expiration of the Term, or immediately following any earlier termination of this Lease, Tenant shall, at Tenant's sole cost, remove all Lines installed by Tenant, and repair any damage caused by such removal. If Tenant fails to complete such removal and/or fails to repair any damage caused by the removal of any Lines, Landlord may do so as an Extra Service and may charge the cost thereof to Tenant. Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time (i) in violation of any applicable Laws, (ii) inconsistent with then-existing industry standards, or (iii) otherwise represent a dangerous or potentially dangerous condition.

6.4    Taxes on Personal Property and Above Standard Improvements. In addition to its obligation to pay Tenant's Proportionate Share of Operating Costs, Tenant shall be responsible for, and shall pay prior to delinquency, all taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against Tenant's furniture, equipment, machinery, trade-fixtures, personal property, goods or supplies ("Tenant's Personal Property"), on the value of its Above Standard Improvements, on its interest pursuant to this Lease or on any use made of the Premises or the Common Areas by Tenant in accordance with this Lease. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord.

6.5    Repairs by Tenant. Subject to Article 12, Tenant shall throughout the entire Term maintain and repair the Premises and keep the same in first class condition suitable for a class A office building, ordinary wear and tear (consistent with Tenant's performance of its repair and maintenance obligations consistently throughout the Term) excepted. Tenant's obligation shall include, without limitation, the obligation to maintain and repair all non-structural elements of walls, floors, ceilings and fixtures and to repair all damage caused by Tenant or Tenant's employees, agents, contractors, officers, directors, partners, members, licensees, subtenants, assignees, invitees and guests ("Tenant Parties") to the Premises or the Building, whatever the scope of the work of maintenance or repair required. Tenant shall repair all damage caused by installation or removal of Tenant's movable equipment or furniture or the installation or removal of any Above Standard Improvements or Alterations (as defined in Section 6.7). Tenant shall use contractors on Landlord's approved list or selected by Tenant and approved in advance by Landlord. If Tenant requests that Landlord's property manager coordinate any repairs or maintenance for which Tenant is responsible, Tenant shall pay for

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such service. If Tenant fails or refuses to perform such work in a timely and efficient manner, then Landlord (or its affiliate) may perform such work for the account of Tenant as an Extra Service. Any work of repair and maintenance performed by or for the account of Tenant by persons other than Landlord shall be performed at Tenant's risk. All such work shall be performed in compliance with all applicable Laws and Tenant shall provide to Landlord copies of all permits and records of inspection issued or obtained by Tenant in connection therewith to establish such compliance. Tenant shall comply with all procedures and requirements for work within the Building established by Landlord from time to time, including, without limitation, insurance requirements. Tenant shall promptly notify Landlord of any needed repairs in the Premises or to the Building Components and shall be liable for any damages incurred by Landlord as a result of any delay in notification.

6.6    Waste. Tenant shall not commit or allow Tenant Parties to commit any waste or damage in any portion of the Premises or the Complex.

6.7    Alterations, Additions, Improvements. Except for Minor Alterations, Tenant shall not make or allow to be made any alterations, additions or improvements in or to the Premises (collectively, "Alterations") without obtaining the prior written consent of Landlord. All Alterations must be performed by a contractor and subcontractors on Landlord's approved list or that have been reasonably approved by Landlord in advance. Landlord's consent shall not be unreasonably withheld, conditioned or delayed with respect to proposed Alterations that (a) comply with all applicable Laws and Landlord's rules and regulations; (b) are compatible with the Construction Manual and the Building, including its architecture and its mechanical, electrical, HVAC and life safety systems; (c) do not unreasonably interfere with the use and occupancy of any other portion of the Building by any other tenant or their invitees; (d) do not affect the structural portions of the Building; (e) do not and shall not, whether alone or taken together with other improvements, require the construction of any other improvements or alterations within the Building; (f) intentionally omitted; and (g) do not affect the exterior appearance of the Building. In determining whether to consent to the proposed Alterations, Landlord shall have the right (without limitation) to review and approve plans and specifications for proposed Alterations, construction means and methods, the identity of any contractor or subcontractor to be employed on the work for Alterations, and the time for performance of such work. Tenant shall not employ, directly or indirectly, any contractor, mechanic or laborer that will introduce labor conflicts to the Complex. Tenant shall obtain all permits, approvals and certificates required by governmental authorities from the start through the completion of the work. No work shall be performed and no deliveries of materials shall be made during Normal Office Hours without Landlord's prior written approval and then only in compliance with any restrictions imposed by Landlord. All Alterations permitted hereunder shall be made and performed by Tenant, without cost or expense to Landlord, in a diligent and first-class workmanlike manner and in accordance with plans and specifications approved by Landlord, and shall comply with all Laws and Landlord's construction procedures and requirements for the Building (including, without limitation, Landlord's requirements relating to insurance). Tenant shall provide to Landlord copies of all required permits before beginning work. All Alterations shall use materials comparable to or better than Building Standard Improvements. Tenant shall supply to Landlord any documents and information reasonably requested by Landlord in connection with any Alterations to the Premises, including insurance certificates naming the parties identified by Landlord as additional insureds. Landlord may hire outside consultants to review such documents and information and Tenant shall reimburse Landlord for the cost thereof and Landlord may deduct such cost from the Allowance or may invoice Tenant for such cost in which case Tenant shall pay the invoice within ten (10) days. All Alterations permitted hereunder shall be made and performed by Tenant using contractors approved by Landlord, without cost or expense to Landlord. If Landlord or its property manager or an affiliate provides any construction or project management services for any Alterations at Tenant's request, Tenant shall pay Landlord a fee equal to four percent (4%) of the total cost of construction which fee Landlord may deduct from the Allowance. Any fees charged to Tenant for the provision of such supervision and administration services are intended to reimburse Landlord (or Landlord's property manager or affiliate) for all overhead, general conditions, fees and other costs and expenses arising from Landlord's (or Landlord's property manager's or affiliate's) involvement in the provision of such supervision and administration service, and shall, whether paid to Landlord or Landlord's property manager or affiliate, be considered additional Rent for all purposes under

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this Lease. Upon completion of any Alterations, Tenant shall provide to Landlord, at Tenant's expense, (x) a complete set of "as built" plans in such format as is required by Landlord from time to time together with specifications reflecting the actual conditions of the Alterations as constructed in the Premises, together with an electronic copy of such plans in a computer assisted design format acceptable to Landlord, (y) a final signoff or inspection or certificate of occupancy (as applicable), and (z) an air balancing report, if applicable.

Notwithstanding anything to the contrary herein, Tenant shall have the right to make purely decorative Alterations (such as repainting and recarpeting) to the Premises without obtaining Landlord's prior consent provided that such alterations comply with clauses (a) through (g) above (collectively, "Minor Alterations"). All Minor Alterations shall be performed in compliance with all of the terms and conditions of this Section 6.7, except those related to the obligation to obtain Landlord's consent. Tenant shall provide Landlord with at least twenty (20) days' prior written notice of its intention to make any Minor Alteration, stating in reasonable detail the nature, extent and estimated cost of such Alterations.

The obligations of the parties with respect to removal of Alterations shall be controlled by Section 6.13.

6.8    Liens. Tenant shall keep the Premises and the Complex free from any liens arising out of any (a) work performed or material furnished to or for the Premises, and (b) obligations incurred by or for Tenant or any person claiming through or under Tenant. Tenant shall, within ten (10) Business Days following obtaining written notice of any such lien (including by service thereof), cause such lien to be released of record by payment or posting of a bond fully satisfactory to Landlord in form and substance and in compliance with RCW 60.04. Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or that Landlord shall deem proper for the protection of Landlord, the Premises, the Complex and any other party having an interest therein, from mechanics', materialmen's and other liens. If Tenant fails to timely release or bond any such lien as required above, or if there otherwise exists an Event of Default, Landlord may cause such liens to be released by any means it deems proper, including, without limitation, payment of any such lien, at Tenant's sole cost. All costs incurred by Landlord in causing such liens to be released shall be repaid by Tenant to Landlord immediately upon demand, together with an administrative fee equal to twenty percent (20%) of such costs and expenses. In addition to all other requirements contained in this Lease, Tenant shall give Landlord at least ten (10) Business Days prior written notice before commencement of any construction on the Premises.

6.9    Compliance With Laws and Insurance Standards.

(a)    Tenant shall comply with all federal, state and local laws, ordinances, codes, orders, rules, regulations and policies, now or hereafter in force, as amended from time to time (collectively, "Laws"), in any way related to the use, condition or occupancy of the Premises (including any improvements therein), regardless of when such Laws become effective. Tenant's obligations under this Section 6.9 shall apply regardless of the scope of work required to achieve such compliance or the degree to which the curative action may interfere with Tenant's use or enjoyment of the Premises, or the likelihood that the parties contemplated the particular law involved. Tenant waives any rights now or hereafter conferred upon it by any existing or future law to terminate this Lease or to receive any abatement, diminution, reduction or suspension of payment of Rent by reason of the obligations of Tenant under this Section 6.9. Tenant shall also comply with the terms of any transportation management program or similar programs affecting the Building and required by any governmental authority. Tenant shall immediately deliver to Landlord a copy of any notices received from any governmental agency in connection with the Premises. Tenant shall not use or occupy the Premises in any manner that creates, requires or causes imposition of any requirement by any governmental authority for structural or other upgrading of or improvement to the Building.

(b)    Tenant shall not occupy or use, or permit any portion of the Premises to be occupied or used, for any business or purpose that is unlawful, disreputable or constitutes a fire hazard. Tenant shall not permit anything to be done that would increase the rate of fire or other insurance coverage on the Building and/or its contents. If Tenant does, or permits any Tenant Party to do, anything

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that increases the cost of any insurance policy carried by Landlord, then Tenant, at Landlord's option, shall reimburse Landlord, upon demand, for any such additional premiums as an Extra Service.

6.10    Entry for Repairs, Inspection, Posting Notices, Etc. After reasonable notice (except in emergencies or to perform Landlord's ordinary maintenance, repair and janitorial obligations under this Lease, in which case no such notice shall be required), Landlord and its employees, agents and contractors shall have the right to enter the Premises to inspect the same, to clean, to perform such work as may be permitted or required hereunder, to investigate the condition of the Building, to make repairs to or alterations of the Building or other tenant spaces therein, to deal with emergencies, to comply with legal obligations, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord's interest in the Building or to exhibit the Premises to prospective purchasers, investors and lenders or others, or for any other purpose as Landlord may deem necessary or desirable, and during the final year of the Term or when Tenant is in default, to exhibit the Premises to prospective tenants, brokers, architects and contractors; provided, however, that Landlord shall make reasonable efforts not to unreasonably interfere with Tenant's business operations during Normal Office Hours. Notices under this provision may be given by telephone or electronic communication to Tenant's designated representative. Tenant shall designate a person to whom such notices may be directed. In no event shall Tenant be entitled to any abatement of Rent by reason of the exercise of any such right of entry.

6.11    No Nuisance. Tenant shall not create any nuisance, or endanger or unreasonably interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building. Tenant shall not place any loads upon the floor, walls or ceiling of the Premises that exceed the load capacity, or that endanger the structure nor place any harmful liquids or Hazardous Material (as defined in Section 7.2) in the drainage system of the Building. Tenant shall not permit any vibration, noise or odor to escape from the Premises and shall not do or permit anything to be done within the Premises which would adversely affect the quality of the air in the Building.

6.12    Rules and Regulations. Tenant shall comply with the rules and regulations for the Building and such reasonable amendments or supplements to the rules as Landlord may adopt from time to time. Landlord shall notify Tenant in writing of any changes to the rules. Tenant acknowledges that the rules and regulations applicable to other tenants of the Building may not be the same as those applicable to Tenant and agrees that Landlord shall not be liable to Tenant for or in connection with the failure of any other tenant of the Building to comply with any rules and regulations applicable to such other tenant under its lease.

6.13    Surrender of Premises on Termination. On or before the ninetieth (90th) day preceding the Expiration Date, Tenant shall notify Landlord in writing of the precise date upon which Tenant plans to surrender the Premises to Landlord. On expiration of the Term, Tenant shall quit and surrender the Premises to Landlord, broom clean, in good order, condition and repair as required by this Lease, with all of Tenant's movable equipment, furniture, trade fixtures and other personal property removed therefrom. In addition, Tenant shall remove all Lines as provided in Section 6.3 above, unless Landlord requires such materials to be surrendered to Landlord. All Alterations and Tenant Improvements shall be surrendered with the Premises in good condition and repair, reasonable wear and tear (but only to an extent consistent with the Premises remaining in good condition and repair) and casualty damage that is not required to be repaired by Tenant excepted, unless (a) Tenant has obtained Landlord's agreement in writing that it can remove an Alteration or item of Tenant Improvements, or (b) Landlord has notified Tenant that Tenant must remove an Alteration or item of Tenant Improvements, which notification shall be given, if at all, at the time of Landlord's approval of the applicable Alteration or Tenant Improvement, where applicable. Upon request from Landlord, Tenant shall remove any Alterations (except Minor Alterations) made without Landlord's prior approval. Landlord shall not require the removal of any Building Standard Improvements that have been properly maintained. If Tenant is required pursuant to the foregoing to restore the Premises, or any part or parts thereof, to a condition that existed prior to installation of any Tenant Improvements or to the condition prior to making any Alterations, Tenant shall, at Tenant's sole cost, so restore the Premises, or such part or parts thereof, before the scheduled Expiration Date (or if this Lease is sooner terminated, within ten (10) days after receipt of notice). Tenant shall

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repair at its sole cost, all damage caused to the Premises or the Complex by removal of Tenant's movable equipment or furniture and such Tenant Improvements and Alterations as Tenant shall be allowed or required to remove from the Premises by Landlord. Any property of Tenant not removed from the Premises shall be deemed, at Landlord's option, to be abandoned by Tenant and Landlord may store such property in Tenant's name at Tenant's expense, and/or dispose of the same in any manner permitted by law. If the Premises are not surrendered as of the end of the Term in the manner and condition herein specified, Landlord may deem Tenant to be in possession until all surrender obligations have been completed in which event the terms of Section 14.2 of the Lease applicable to a holdover without Landlord's consent shall apply.

6.14    Corporate Authority. If Tenant is a corporation or limited liability company or partnership or if Tenant is a partnership on whose behalf a partner which is a corporation or limited liability company executes this Lease, then in any such case, each individual executing this Lease on behalf of such corporation, limited liability company, or partnership represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of said corporation, limited liability company and/or partnership, as the case may be.

6.15    Utilities. Tenant shall not obtain any electrical or other utility services from vendors other than those selected by Landlord or approved by Landlord in writing.

6.16    Security for Premises. Tenant shall be allowed to install a secure entry system in its entry lobby and within the Premises provided that Tenant must obtain all permits required by the City of Bellevue and must obtain Landlord's approval of all plans and specifications for such system prior to installation. Landlord shall not unreasonably withhold its approval. Tenant acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Landlord with respect to the safety or security of the Premises or the Complex or any part thereof or the extent or effectiveness of any security measures or procedures now or hereafter provided by Landlord, and further acknowledges that Tenant has made its own independent determinations with respect to all such matters. Landlord shall not be required to provide, operate or maintain alarm or surveillance systems for the Premises or the Common Areas. Subject to Landlord's approval of the work to be performed and the system to be used, Tenant may provide its own supplemental security services within the Premises and may install within the Premises such supplemental security equipment, systems and procedures as Tenant determines may reasonably be required for the protection of its employees and invitees, provided that Tenant shall coordinate such services and equipment with any security provided by Landlord. Tenant is responsible for determining the extent to which supplemental security equipment, systems and procedures are required. Landlord hereby approves Tenant's existing secure entry system and supplemental Premises security system.

6.17    Prohibited Drug Law Activities. Tenant shall not engage, nor permit others to engage, in any activity on the Premises which would be a violation of any state and/or federal laws relating to the use, sale, possession, cultivation and/or distribution of any controlled substances, including, without limitation, engaging in activities (whether for commercial or personal purposes) regulated under any applicable law relating to the recreational or medicinal use and/or distribution of marijuana.

6.18    Additional Services. In any circumstance in which Tenant requires cleaning, janitorial, repair and maintenance or construction management services that Landlord is not obligated to provide as part of Basic Services under this Lease, Tenant shall arrange such services through Landlord's property manager. Tenant shall use Landlord's approved service providers or an alternative service provider approved in advance by Landlord. Any service provider must comply with all of Landlord's rules, regulations and procedures for service providers working in the Building, including Landlord's insurance requirements.

ARTICLE 7

Hazardous Materials

7.1    Prohibition and Indemnity With Respect to Hazardous Materials. Except as stated below, Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Premises, the Complex or the Real Property by Tenant or Tenant Parties without the prior written consent of

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Landlord. Tenant may, at Tenant's risk, bring, store and use reasonable quantities of Permitted Hazardous Materials in the Premises for their intended use. If Tenant violates this provision, or if contamination of the Premises or the Real Property by Hazardous Material occurs for which Tenant or any Tenant Party is responsible, or if Tenant's activities or those of Tenant Parties result in or cause a Hazardous Materials Claim, then Tenant shall indemnify, defend, protect and hold Landlord and Landlord Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities or losses (including, without limitation, diminution in value of the Premises or the Complex or the Real Property, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises or the Complex, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorneys' fees, consultants' fees and experts' fees) (collectively, "Claims") which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local government agency or political subdivision because of any Hazardous Material present in the soil or ground water on or under the Premises. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

7.2    Definitions. The following terms shall have the meanings given below for purposes of this Lease.

(a)    "Hazardous Material" shall mean any (a) oil, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, materials or pollutants which (i) pose a hazard to the Building or to persons on or about the Building or (ii) cause the Building to be in violation of any Hazardous Materials Laws; (b) asbestos in any form, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas; (c) chemical, material or substance defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," "moderate risk waste," or "toxic substances" or words of similar import under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq.; and the Model Toxics Control Act, as amended, RCW 70.105D; (d) chemicals, materials or substances, exposure to which is prohibited, limited or regulated by any governmental authority or are known or may reasonably be anticipated to pose a hazard to the health and safety of the occupants of the Building or the owners and/or occupants of property adjacent to or surrounding the Building, or any other person coming upon the Building or adjacent property; (e) other chemicals, materials or substances which are known or reasonably be anticipated to pose a hazard to the environment; and (f) medical products or byproducts such as sharps, medicines, and human waste, tissue or blood products.

(b)    "Hazardous Materials Claims" shall mean any enforcement, cleanup, removal, remedial or other governmental or regulatory actions, agreements or orders instituted pursuant to any Hazardous Materials Laws; and any claims made by any third party against Landlord, Tenant or the Complex relating to damage, contribution, cost recovery compensation, loss or injury resulting from the presence, release or discharge of any Hazardous Materials. Tenant shall promptly cure and satisfy all Hazardous Materials Claims arising out of or by reason of the activities or business of Tenant, Tenant Parties or any party claiming by or through Tenant or any Tenant Party.

(c)    "Hazardous Materials Laws" shall mean any federal, state or local laws, ordinances, orders, rules, regulations or policies, now or hereafter in force, as amended from time to time, in any way relating to the environment, health and safety, and Hazardous Materials (including, without limitation, the use, handling, transportation, production, disposal, discharge or storage thereof) or to industrial hygiene or the environmental conditions on, under or about the Building and Real Property, including, without limitation, soil, groundwater and indoor and ambient air conditioning.

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(d)    "Permitted Hazardous Materials" shall mean Hazardous Materials which are contained in ordinary office supplies of a type and in quantities typically used in the ordinary course of business within executive offices of similar size and location, but only if and to the extent that such supplies are transported, stored and used in full compliance with all Hazardous Materials Laws and their packaging instructions and otherwise in a safe and prudent manner. Hazardous Materials which are contained in ordinary office supplies but which are transported, stored and used in a manner which is not in full compliance with all Hazardous Material Laws and their packaging instructions or which is not in any respect safe and prudent shall not be deemed to be Permitted Hazardous Materials for the purposes of this Lease.

ARTICLE 8

Assignment or Sublease

8.1    General.

(a)    Consent Required. Except for Permitted Transfers, Tenant shall not assign this Lease in whole or in part, sublease all or any part of the Premises or otherwise sell, transfer or hypothecate this Lease or grant any right to use or occupy the Premises to another party (all of such events shall be referred to herein as a "Transfer" and any such assignee, purchaser, subtenant or other transferee shall be a "Transferee" for purposes of this Article) without Landlord's prior written consent which may be given or withheld in Landlord's sole and absolute discretion; provided that if Tenant is not in default at the time it requests consent to the Transfer, Landlord shall not unreasonably withhold, condition or delay consent to an assignment of Tenant's entire interest in this Lease or to any sublease if the factors set forth in Section 8.2 are satisfactory to Landlord. It shall be deemed reasonable for Landlord to withhold consent if any required information is not provided. Tenant shall provide Landlord with written notice at least ten (10) days before Tenant begins to market any portion of the Premises for purposes of a Transfer. If Tenant intends to enter into a Transfer, Tenant shall give Landlord at least twenty (20) days written notice of such intent (whether or not the consent of Landlord to the proposed Transfer is required pursuant to the terms of this Section 8.1). Tenant's notice shall set forth (i) the identity of the potential Transferee, (ii) whether the rent or other consideration is to be a stated amount or is to be calculated on a formula (other than a periodic percentage increase or other increase solely related to the Consumer Price Index or a similar measure of national or regional monetary inflation), (iii) if the rent or other consideration is to be based on a formula, what the proposed formula is to be, and (iv) the effective date of such Transfer. Tenant's request for consent shall include (A) a complete explanation of the pending transaction and a copy of the final version of the sublease or assignment of lease or an exact copy of the proposed agreements between Tenant and the proposed Transferee and (B) complete financial information regarding the proposed Transferee, including at least two years of financial statements (unless the Transferee is a publicly traded company with publicly available financial statements). The foregoing information may be provided subject to a non-disclosure agreement in form and substance reasonably acceptable to Landlord, Tenant and the proposed Transferee provided that Landlord's twenty (20) day review period shall not begin until all required financial information is provided. If requested by Landlord, Tenant shall provide Landlord with any additional information or documents reasonably requested by Landlord relating to the proposed Transfer or the Transferee, and an opportunity to meet with the proposed Transferee. This Lease may not be transferred by operation of law. Notwithstanding anything to the contrary contained herein, Tenant may not enter into any Transfer (including a Permitted Transfer) if an Event of Default is continuing or before the Tenn Commencement Date has occurred.

(b)    Ownership Transactions. All of the following shall constitute Transfers subject to this Article 8: (i) if Tenant is a corporation that is not publicly traded on a national exchange, then any transfer of this Lease by merger, consolidation or liquidation, or any direct, indirect or cumulative change in the ownership of, or power to vote the majority of Tenant's outstanding voting stock, shall constitute a Transfer; (ii) if Tenant is a partnership, then a change in general partners in, or voting or decision-making control of, the partnership shall constitute a Transfer; and (iii) if Tenant is a limited liability company or other legal entity, then a change in members or owners in the entity that results in a change in voting or decision-making control of the limited liability company or other entity shall constitute a Transfer. Any change in ownership of

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Tenant's parent of the type described in (i), (ii) or (iii) above shall also constitute a Transfer subject to this Article 8. Notwithstanding the foregoing, an initial (or subsequent) public offering of securities of Tenant or any direct equity owner of Tenant shall not constitute a Transfer for purposes of this Article 8. These provisions shall apply to any single transaction or any series of related or unrelated transactions having the effect described.

(c)    Permitted Transfers. Notwithstanding anything herein to the contrary, provided Tenant is not in default hereunder, Landlord's consent shall not be required for any Transfer to: (i) a wholly owned subsidiary of the originally named Tenant or an entity wholly-owning the originally named Tenant; (ii) an entity with which or into which the originally named Tenant may merge or consolidate whether or not the Tenant is the survivor of such merger or consolidation but only if, by operation of law or by effective provisions contained in the instruments of merger or consolidation, the liabilities of the entities participating in such merger or consolidation are assumed by the surviving entity and if the entity surviving the merger intends to continue to operate the business of Tenant in the Premises, (iii) an entity which acquires all or substantially all of the assets of Tenant in one_or more related transactions, or (iv) an affiliated entity under common control with Tenant; provided, however, that in all cases under clauses (i) through (iv) above, following the Transfer, the Transferee shall have combined assets and revenues at least equal in Landlord's opinion to Tenant's combined assets and revenues at the time of this Lease and again immediately prior to the Transfer or, in the case of clause (i) above, Tenant agrees to guaranty the obligations of Transferee hereunder pursuant to a guaranty in form and substance acceptable to Landlord. "Control" for purposes of this Article 8 shall mean ownership of a majority voting interest in any such entity or the possession, directly or indirectly of the power to direct or cause the direction of the day-to day management of the controlled entity. Each of the entities described in clauses (i) through (iv) above shall be a "Permitted Transferee" and the Transfer shall be a "Permitted Transfer" if Tenant has provided Landlord with written notice of the Transfer at least twenty (20) days prior to the effective date thereof and has provided evidence reasonably satisfactory to Landlord demonstrating that such Transfer is a Permitted Transfer. A Permitted Transfer shall not be subject to the provisions contained in Sections 8.2 or 8.3 below. The rights under this Section 8.l(c) are personal to the originally named Tenant and may not be transferred or assigned to any other party.

8.2    Landlord's Options. If Tenant proposes a Transfer, other than a Permitted Transfer, Landlord may elect to (a) terminate this Lease as to the space so affected as of the proposed effective date specified by Tenant in its notice under Section 8.1, in which event Tenant shall be relieved of all further obligations hereunder as to such space; provided, however, if Landlord elects to terminate the Lease as to the affected space, Tenant may elect, by delivering written notice to Landlord within five (5) Business Days of Landlord's election, to rescind Tenant's request to Transfer and thereby nullify Landlord's election to terminate; (b) permit Tenant to complete the proposed Transfer on the terms set forth in Tenant's notice, subject, however, to such reasonable conditions as Landlord may require and to the balance of this Article 8, or (c) deny the request to enter into a Transfer. Landlord shall have a period of twenty (20) days following any meeting with the proposed Transferee and receipt of such additional information as Landlord requests (or twenty (20) days from the date of Tenant's original notice if Landlord does not request additional information or a meeting) within which to respond to Tenant's request. If Landlord does not notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (a) above and to have denied consent to the proposed Transfer. In deciding whether to consent to a proposed Transfer, Landlord may consider any factors that Landlord reasonably deems relevant, including but not limited to the following: (i) whether the use of the Premises by the proposed Transferee would comply with the terms of this Lease; (ii) whether the proposed Transferee (together with any proposed guarantor) is of sound financial condition and has sufficient financial resources and business expertise, as determined by Landlord, to perform under this Lease; (iii) whether the proposed Transferee's use involves the storage, use, treatment or disposal of any Hazardous Materials; (iv) whether the proposed use or the proposed Transferee could cause the violation of any covenant or agreement of Landlord to any third party or permit any other tenant or subtenant to exercise any remedy under its lease; (v) whether the proposed Transferee leases or occupies any other space in the Complex or has, within the twelve (12) month period prior to Tenant's initial Transfer request, negotiated with

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or contacted Landlord or Landlord's leasing agent regarding leasing any space in the Complex and, in either case, Landlord has reasonably comparable space available to lease in the Complex; and (vi) whether the proposed configuration of any subleased space is or can practicably (at Tenant's expense) be separately demised with code-compliant ingress and egress in a configuration reasonably acceptable to Landlord, and whether Tenant has adequately addressed space planning and multi-tenanting issues. Failure by Landlord to approve a proposed Transfer shall not cause a termination of this Lease or subject Landlord to liability for damages, and the sole remedy of Tenant shall be an action for injunctive or declaratory relief and recovery of Tenant's reasonably attorneys' fees in connection therewith if Tenant is the prevailing party.

8.3    Division of Excess Rent. Any rent or other consideration realized by Tenant in connection with or as a result of any Transfer in excess of the Base Rent and Operating Costs payable hereunder, after deducting all reasonable documented transaction expenses incurred by Tenant, including leasing commissions, tenant improvement expenses or allowances, and Tenant's legal fees, shall be divided equally between Landlord and Tenant, and Landlord's share shall be paid to Landlord as Rent hereunder within five (5) Business Days following Tenant's receipt thereof; provided, however, that Landlord shall be entitled to receive the total rent and other consideration if Tenant is in default of any obligation under this Lease until such default is cured. This Section 8.3 shall not apply to any Permitted Transfer.

8.4    Tenant Not Released. No Transfer by Tenant shall relieve Tenant of any obligation under this Lease. Any Transfer that conflicts with the provisions hereof shall, at Landlord's option, be void. No consent by Landlord to any Transfer shall constitute a consent to any other Transfer nor shall it constitute a waiver of any of the provisions of this Article 8 as they apply to any future Transfers. Following any assignment of this Lease by Tenant, Tenant and each subsequent transferor shall remain liable for any obligations arising in connection with any amendments to this Lease executed by Landlord and the assignee tenant, whether or not such amendments are made with knowledge or consent of the transferor provided that the transferor shall not be liable for any expansion or any renewal or extension beyond the original Term (except for any holdover).

8.5    Written Agreement. Any Transfer must be in writing and the Transferee shall assume in writing, in the case of an assignment, or agree in writing to perform, in the case of a sublease, for the express benefit of Landlord, all of the obligations of Tenant under this Lease with respect to the space transferred, provided that no such assumption shall be deemed a novation or other release of the transferor. Tenant shall provide to Landlord true and correct copies of the executed Transfer documents pertaining to the Lease and any amendment thereto during the Term.

8.6    Conditions. Landlord may condition its consent to any proposed Transfer on such conditions as Landlord may require including, construction of any improvements deemed necessary or appropriate by Landlord by reason of the Transfer. Any improvements, additions, or alterations to the Building that are required by any law, ordinance, rule or regulation, or are deemed necessary or appropriate by Landlord as a result of any Transfer hereunder, shall be installed and provided by Tenant in accordance with Section 6.7, without cost or expense to Landlord. Without limiting Landlord's right to withhold its consent to any Transfer by Tenant, and regardless of whether Landlord shall have consented to any such Transfer, neither Tenant nor any other person having an interest in the possession, use or occupancy of the Premises or any part thereof shall enter into any lease, sublease, license, concession, assignment or other transfer or agreement for possession, use or occupancy of all or any portion of the Premises which provides for rent or other payment for such use, occupancy or utilization based, in whole or in part, on the net income or profits derived by any person or entity from the space so leased, used or occupied, and any such purported lease, sublease, license, concession, assignment or other transfer or agreement shall be absolutely void and ineffective as a conveyance of any right or interest in the possession, use or occupancy of all or any part of the Premises. There shall be no deduction from the rent payable under any sublease or other Transfer nor from the amount thereof passed on to any person or entity, for any expenses or costs related in any way to the subleasing or transfer of such space.

8.7    Expenses. Landlord may hire outside consultants to review the Transfer documents and information. Tenant shall pay Landlord an administrative fee of One Thousand Dollars ($1,000) and in

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addition shall reimburse Landlord for all costs and expenses incurred by Landlord in connection with any request for consent under this Article 8 (even if consent is denied or the request is withdrawn), including attorneys' fees, on demand.

8.8    No Restriction on Landlord. Without liability to Tenant, Landlord shall have the right to offer and to lease space in the Complex, or in any other property, to any party, including without limitation parties with whom Tenant is negotiating, or with whom Tenant desires to negotiate, a Transfer.

8.9    No Leasehold Financing. Tenant shall not encumber, pledge or mortgage the whole or any part of the Premises or this Lease, nor shall this Lease or any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the prior written consent of Landlord, which consent may be given or withheld in Landlord's sole discretion.

8.10    Rents from Real Property. Landlord and Tenant agree that all rent payable by Tenant to Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to Landlord in accordance with the provisions of this Lease, shall qualify as "rents from real property" within the meaning of both Sections 512(b)(3) and 856(d) of the Internal Revenue Code of 1986, as amended (the "Code") and the U.S. Department of Treasury Regulations promulgated thereunder (the "Regulations"). In the event that Landlord, in its sole discretion, determines that there is any risk that all or part of any rental shall not qualify as "rents from real property" for the purposes of Sections 512(b)(3) or 856(d) of the Code and the Regulations promulgated thereunder, Tenant agrees (i) to cooperate with Landlord by entering into such amendment or amendments as Landlord deems necessary to qualify all payments as "rents from real property" provided no such amendment may materially and adversely impact Tenant's rights or obligations under this Lease, (ii) to permit an assignment of this Lease, and (iii) to allow Landlord to assign any and all obligations that Landlord has under this Lease to a third party; provided, however, that any adjustments required pursuant to this paragraph shall be made so as to produce the equivalent rental payments (in economic terms) payable prior to such adjustment.

ARTICLE 9

Condition and Operation of the Building

9.1    No Warranty. Landlord's entire obligation with respect to the condition of the Premises, its suitability for Tenant's uses and the improvements to be installed therein shall be as stated in the Work Letter. Except as provided in this Lease, Landlord shall have no other obligation of any kind or character, express or implied, with respect to the condition of the Premises, or the Building or the suitability thereof for Tenant's purposes, and Tenant acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Landlord with respect to such matters.

9.2    Building Alterations. Landlord may, in its sole discretion, at any time and from time to time: (a) make alterations, structural modifications, seismic modifications or additions to the Complex; (b) change, add to, eliminate or reduce the extent, size, shape or configuration of any improvements (including the Building) located on the Real Property or its operations; (c) change the arrangement, character, use or location of corridors, stairs, toilets, mechanical, plumbing, electrical or other operating systems or any other parts of the Complex; (d) change the name, number or designation by which the Complex or the Building is commonly known; or (e) alter, relocate or remove any portion of the Common Areas or any other common facility. None of the foregoing shall adversely impact access to the Premises, and all of the foregoing work shall, to the extent reasonably practicable, be performed in a manner that does not unreasonably interfere with Tenant's use of the Premises for the Permitted Use. Subject to the preceding sentence, none of the foregoing acts shall be deemed an actual or constructive eviction of Tenant, entitle Tenant to any reduction of Rent or result in any liability of Landlord to Tenant. Landlord shall have the exclusive rights to the airspace above and around, and the subsurface below, the Premises and the Building, including, without limitation, the exclusive right to use all exterior walls, roofs and other portions of the Building for signs, notices and other promotional purposes. Landlord shall have the sole and exclusive right to possession and control of the Common Areas and all other areas of the Building and Real Property outside the Premises.

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ARTICLE 10

Lender Rights

10.1    Subordination. This Lease is subject and subordinate to each ground or land lease which may now or hereafter cover all or any portion of the Building or Real Property and to each mortgage, deed of trust or other financing or security agreement which may now or hereafter encumber all or any portion of the Building or Real Property and to all renewals, modifications, consolidations, replacements and extensions thereof (collectively, the "Senior Instruments"). This Section 10.1 shall be self-operative and no further instrument of subordination need be required by any lessor or any holder or beneficiary of any Senior Instrument (collectively, the "Senior Parties"). Tenant, however, upon Landlord's or any Senior Party's request, shall execute promptly any certificate or instrument in the form required by any Senior Party to confirm such subordination and shall deliver the same to such party within ten (10) Business Days following receipt thereof. Landlord shall use commercially reasonable effort to obtain an SNDA from any Senior Parties existing as of the Effective Date.

10.2    Attornment. In the event of the enforcement by any Senior Party under any Senior Instrument provided for by law or by such Senior Instrument, including in the event of a judicial or non judicial foreclosure of the Premises, at the election of the acquiring foreclosure purchaser, this Lease shall not be terminated and Tenant shall attorn to any person or party succeeding to the interest of Landlord as a result of such enforcement including any purchaser of all or any portion of the Building or the Real Property at a public or private foreclosure sale or exercise of a power of sale under such mortgage or deed of trust (collectively, "Successor") and shall recognize such Successor as the Landlord under this Lease without change in the terms or other provisions of this Lease; provided, however, that such Successor shall not be (a) subject to any credits, offsets, defenses or claims which Tenant may have against any prior landlord; (b) bound by any payment of Rent for more than one (1) month in advance; (c) bound by any amendment or modification of this Lease made without the written consent of such Senior Party after the applicable Senior Instrument is placed against the Building or the Real Property; (d) liable for any act, omission, neglect or default of any prior landlord; or (e) required to make any capital improvements to the Building or the Premises which Landlord may have agreed to make but had not completed. Notwithstanding the foregoing, a Senior Party may elect at any time to cause its interest in the Building or the Real Property to be subordinate and junior to Tenant's interest under this Lease by filing an instrument in the real property records of King County, Washington effecting such election and providing Tenant with notice of such election. In no event shall any Senior Party or any Successor have any liability or obligation whatsoever to Tenant or Tenant's successors or assigns for the return of all or any part of the Security Deposit unless, and then only to the extent that, such Senior Party or Successor actually receives all or any part of the Security Deposit. Tenant, upon Landlord's or any Successor's request, shall execute and deliver to such Successor or Senior Party a written agreement to confirm such attornment within ten (10) Business Days after written request.

10.3    Estoppel Certificate. Within ten (10) Business Days of a written request from Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate addressed to Landlord and/or to any Senior Party or prospective Senior Party or, any purchaser or prospective purchaser of all or any portion of, or interest in, the Building or Real Property, on a form supplied by Landlord or such other addressee, certifying as to such facts (if true) as the addressee may reasonably require. If Tenant fails or refuses to deliver an estoppel certificate to Landlord within ten (10) Business Days of a written request, then Tenant shall conclusively be deemed, without exception, to have acknowledged the correctness of the statements set forth in the form of certificate provided and Tenant shall be estopped from denying the correctness of each such statement, and the addressee thereof may rely on the correctness of the statements in such form of certificate, as if made and certified by Tenant.

ARTICLE 11

Insurance

11.1    Landlord's Property Insurance. Landlord shall maintain, or cause to be maintained, a policy or policies of insurance with the premiums thereon fully paid in advance, issued by and binding upon an

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insurance company of good financial standing, insuring the Building against loss or damage by fire or other insurable hazards (including flood and earthquake loss if Landlord elects to maintain such coverage) and contingencies for the full insurable value thereof or, in the alternative, insuring for eighty percent (80%) of the replacement cost thereof (or such minimum amount as shall be required to eliminate operation of coinsurance provisions), exclusive of excavations and foundations. Landlord's property insurance coverage shall include loss ofrents coverage for at least twelve (12) months. Landlord shall not be obligated to insure any of Tenant's Personal Property, or any Above Standard Improvements or Alterations. If the annual premiums paid by Landlord for such property insurance exceed the standard premium rates because the nature of Tenant's operations result in extra-hazardous or higher than normal risk exposure, then Tenant shall, upon receipt of appropriate premium invoices, reimburse Landlord for such increases in premium. All insurance proceeds payable under Landlord's insurance carried hereunder shall be payable solely to Landlord and Tenant shall have no interest therein.

11.2    Liability Insurance. Landlord shall maintain or cause to be maintained with respect to the Building a policy or policies of commercial general liability insurance with the premiums thereon fully paid in advance, issued by and binding upon an insurance company of good financial standing, such insurance to afford minimum protection of not less than Two Million Dollars ($2,000,000.00), per occurrence, combined single limit, for bodily injury (including death and property damage). The coverages required to be carried shall be extended to include, but not to be limited to, blanket contractual liability, personal injury liability (libel, slander, false arrest and wrongful eviction), and broad form property damage liability. Upon written request from Tenant no more than one time per year, Landlord shall provide Tenant reasonable evidence that the insurance required to be maintained hereunder by Landlord is in full force and effect.

11.3    Tenant's Insurance.

(a)    Property Insurance. Tenant shall provide "all risk" insurance coverage during the Term insuring against loss or damage by fire and such other risks as are from time to time included in an ISO Special Form (ISO CP 10 30 or equivalent) policy or any other comparable or better coverage (including without limitation sprinkler leakage and water damage), insuring the full replacement cost of any Above Standard Improvements, any Alterations and Tenant's Personal Property, as the same may exist from time to time, naming Landlord as the loss payee with respect to the Above Standard Improvements and Alterations. Such policy shall contain agreed value, ordinance or law coverage, plate glass, and legal liability endorsements in a form reasonable satisfactory to Landlord and any mortgagee of Landlord. The amount of any deductible or self-insured retention shall not exceed Five Thousand Dollars ($5,000.00).

(b)    Liability Coverage. Tenant shall maintain or cause to be maintained a policy or a combination of policies of commercial general liability and excess liability or umbrella insurance with the premiums thereon fully paid in advance, issued by and binding upon an insurance company of good financial standing, such insurance to afford minimum protection of not less than Five Million Dollars ($5,000,000.00), per occurrence, combined single limit, for personal injury, bodily injury (including death) and property damage, or such higher amounts as Landlord may from time to time reasonably designate by not less than thirty (30) days' notice. The coverages required to be carried shall be extended to include, but not to be limited to, blanket contractual liability, personal injury liability (libel, slander, false arrest and wrongful eviction), and broad form property damage liability. Tenant's contractual liability insurance shall apply to Tenant's indemnity obligations under this Lease and the certificate evidencing Tenant's insurance coverage shall state that the insurance includes the liability assumed by Tenant under this Lease. Tenant's policy shall be written on an occurrence basis.

(c)    Workers' Compensation Insurance. Throughout the Term, Tenant, at its own expense, shall keep and maintain in full force and effect workers' compensation insurance in an amount equal to at least the minimum statutory amount then currently required in the State of Washington. In addition, Tenant shall maintain Employer's Liability Insurance with limits of at least One Million Dollars ($1,000,000.00).

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(d)    Business Income Insurance. Tenant shall maintain Business Income and Extra Expense insurance covering a minimum period of six (6) months.

(e)    Auto Liability Insurance. If Tenant operates any automobile or other motor vehicle servicing the Premises, Tenant shall maintain insurance covering liability arising out of the operation of any automobile or other motor vehicle, including owned, hired and non-owned vehicles, with a limit of not less than One Million Dollars ($1,000,000.00).

(f)    Other. Such other form or forms of insurance as are generally required or obtained for similar projects, as Landlord or any mortgagee of Landlord may reasonably require from time to time, against the same or other insurable hazards which at the time are commonly insured against in the case of premises similarly situated, due regard being given to the height and type of buildings thereon and their construction, use and occupancy.

(g)    Policy Form. All policies required to be carried by Tenant, under this Article 11 shall be written with financially responsible companies with a Best & Company rating of"B+ IX" or better. All policies, except for the workers compensation and employer's liability coverage, shall name Landlord, Landlord's partners or members, Landlord's property manager, any Senior Party and any other party designated by Landlord from time to time as additional insureds using the ISO CG 20 26 or its equivalent or such other form required by Landlord from time to time, and each insurer shall agree not to cancel the policy without at least thirty (30) days prior written notice to Landlord and all named and additional insureds (or ten (10) days' notice in the case of failure to pay premiums). Any deductible or self-insurance provisions under any insurance policies maintained by Tenant shall be subject to Landlord's prior written approval, not to be unreasonably withheld. Tenant's insurance policies shall be primary and any other insurance available to Landlord or any other additional insured shall be excess and noncontributing.

(h)    Certificates. Upon execution of this Lease by Tenant and thereafter during the Tenn at least five (5) days before the expiration date of any such coverage, Tenant shall deliver to Landlord copies of the insurance policies or a certificate or certificates of the insurance required hereunder together with copies of all endorsements required above. If Tenant fails to provide such proof of insurance, Landlord shall be authorized (but not required) to procure such coverage in the amounts stated with all costs thereof to be charged to Tenant and paid upon written invoice therefor as an Extra Service.

11.4    Indemnity and Exoneration.

(a)    Landlord shall not be liable to Tenant or any party claiming through Tenant for any loss, damage or injury to person or property caused by (i) theft, fire, vandalism, breach of security, assault, battery, act of God, acts of the public enemy, acts of terrorists or criminals, riot, strike, insurrection, war, court order, requisition or order of governmental body or authority, whether or not the negligence of Landlord was a partial cause of or contributed to such loss, damage or injury, or (ii) the acts or omissions of Tenant or Tenant Parties, or (iii) repair or alteration of any part of the Complex or failure to make any such repair except as expressly otherwise provided in this Lease.

(b)    Tenant shall indemnify, defend, protect and hold Landlord and its property manager and each of their employees, agents, contractors, officers, owners, directors, partners, licensees, lenders, affiliates, and members ("Landlord Parties") harmless from and against any and all Claims arising out of or related to claims of injury to or death of persons, damage to property occurring or resulting directly or indirectly from the use or occupancy of the Premises or activities of Tenant or Tenant Parties in or about the Premises, the Building, the Complex or the Real Property; provided, however, that the foregoing indemnity shall not be applicable to claims arising solely out of the negligence or willful misconduct of Landlord, unless such claims are or should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall be subject to the terms of this indemnity.

(c)    Landlord shall indemnify, defend, protect and hold Tenant and Tenant Parties harmless from and against any and all claims, judgments, damages, penalties, fines, costs, expenses, liabilities

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or losses arising solely out of the gross negligence or willful misconduct of Landlord in or about the Building, Complex or Real Property, unless such claims are or should be covered by insurance required to be carried by Tenant under the terms of this Lease, in which case such claims shall not be subject to the terms of this indemnity; provided, however, that the foregoing indemnity shall not include claims arising, in whole or in part, by reason of the negligence or willful misconduct of Tenant or Tenant Parties.

(d)    To the extent, but only to the extent, necessary to fully indemnify the parties from claims made by the indemnifying party or its employees, the indemnities herein constitute a waiver of the indemnifying party's immunity under the Washington Industrial Insurance Act, RCW Title 51, as between Landlord and Tenant only. In addition, to the extent that RCW 4.24.115 or any comparable state Law limits either party's duty to indemnify the other party, the indemnities herein shall be construed to provide the maximum protection to the indemnified party allowable under such Law.

(e)    LANDLORD AND TENANT ACKNOWLEDGE THAT EACH INDEMNIFICATION PROVISION OF THIS LEASE (INCLUDING, BUT NOT LIMITED TO, THOSE RELATING TO WORKER'S COMPENSATION BENEFITS AND LAWS) AND EACH WAIVER OF CLAIMS HEREIN WAS SPECIFICALLY NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT.

11.5    Indemnity for Liens. Tenant shall indemnify, defend and protect Landlord and hold and save Landlord harmless of and from any and all loss, claims, proceedings, cost, damage, injury, causes of action, liabilities or expense arising out of or in any way related to work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Premises or the Building.

11.6    Waiver of Subrogation Rights. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each waive all rights of recovery, claim, action or cause of action, against the other, Tenant Parties or Landlord Parties, as applicable, for third-party liability and any loss or damage that may occur to the Premises, or any improvements thereto, or the Building, the Complex or Real Property or any personal property of such party therein, by reason of fire, the elements, or any other cause to the extent that such rights of recovery, claim, action or cause of action is or would be covered by insurance required to be obtained pursuant to this Lease, regardless of cause or origin, including negligence of the other party, Landlord Parties or Tenant Parties, as applicable, and each party covenants that no insurer shall hold any right of subrogation against such other party. Tenant shall advise its insurers of the foregoing and such waiver shall be a part of each policy maintained by Tenant that applies to the Premises, any part of the Building, the Complex or Real Property or Tenant's use and occupancy of any part thereof.

ARTICLE 12

Casualty and Eminent Domain

12.1    Damage and Destruction. If a fire or other casualty in the Premises or the Building occurs, Tenant shall immediately give notice thereof to Landlord. The following provision shall apply to any fire or other casualty:

(a)    If the damage is limited solely to the Premises and the Premises can, in the reasonable opinion of Landlord, be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage (or that would be recoverable but for Landlord's failure to maintain the insurance required hereunder), plus applicable deductibles or self insured retention.

(b)    If portions of the Building outside the boundaries of the Premises are damaged or destroyed (whether or not the Premises are also damaged or destroyed) and (i) the Premises and the Building can both, in the reasonable opinion of Landlord, be made tenantable with all damage repaired within six (6) months from the date of damage or destruction, and (ii) Landlord determines that such reconstruction is

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economically feasible, then Landlord shall diligently rebuild the same; provided, however, that Landlord shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered or recoverable as a result of such damage (or that would be recoverable but for Landlord's failure to maintain the insurance required hereunder), plus applicable deductibles or self insured retention, and Landlord shall have no obligation to repair or restore Tenant's Personal Property, Above Standard Improvements or Alterations.

(c)    If (i) the Premises should be damaged by any occurrence not covered by Landlord's insurance (other than due to Landlord's failure to maintain the insurance required hereunder), or (ii) the Premises or the Building should be damaged to the extent that the damage cannot, in Landlord's reasonable opinion be restored within six (6) months from the date of damage, or (iii) the Building should be damaged to the extent of more than fifty percent (50%) of the cost of replacement thereof, notwithstanding that the Premises may be undamaged, or (iv) if the damage occurs during the last two (2) years of the Term, Landlord may elect either to repair or rebuild the Premises or the Building or to terminate this Lease upon giving notice in writing of such election to Tenant within sixty (60) days after the happening of the event causing the damage.

(d)    During any period when the Premises are rendered untenantable because of any casualty, Rent shall abate proportionately until such time as the Premises are made tenantable as reasonably determined by Landlord, and no portion of the Rent so abated shall be subject to subsequent recapture: provided, however, that there shall be no such abatement (i) except to the extent that the amount thereof is compensated for and recoverable from the proceeds of rental abatement or business interruption insurance maintained by Landlord with respect to this Lease, the Premises or the Building or (ii) if the damage is caused by Tenant or any Tenant Party.

(e)    The proceeds from any insurance paid by reason of damage to or destruction of the Building or any part thereof, the Building Standard Improvements or any other element, component or property insured by Landlord shall belong to and be paid to Landlord subject to the rights of any mortgagee of Landlord's interest in the Building or Real Property or the beneficiary of any deed of trust that constitutes an encumbrance thereon. If this Lease is terminated by either party as a consequence of a casualty in accordance with any of the provisions of this Section 12.1, all proceeds of insurance required to be maintained either by Landlord or Tenant shall be paid to Landlord subject to the rights of any mortgagee of Landlord's interest in the Building or Real Property or the beneficiary of any deed of trust that constitutes an encumbrance thereon; provided, however, that Tenant shall be paid all proceeds of insurance payable in connection with Tenant's Personal Property. If Tenant has failed to maintain any policy of insurance required under this Lease, then Tenant shall pay to Landlord on demand an amount equal to proceeds which Landlord reasonably concludes would have been available for the repair and reconstruction from such policies had Tenant maintained all of the required policies of insurance.

(f)    If the Premises, or any part thereof, or any portion of the Building necessary for Tenant's use of the Premises, are damaged or destroyed during the last twelve (12) months of the Term, or any extension thereof, Landlord or Tenant may terminate this Lease by giving written notice thereof to the other party within thirty (30) days after the date of the casualty, in which case this Lease shall terminate as of the later of the date of the casualty or the date of Tenant's vacation of the Premises.

(g)    Except to the extent expressly provided in this Lease, including Section 11.6, nothing contained in this Lease shall relieve Tenant of any liability to Landlord or to Landlord's insurance carriers that Tenant may have under law or under the provisions of this Lease in connection with any damage to the Premises or the Building by fire or other casualty.

(h)    If Landlord rebuilds the Premises under any provision of this Article 12, Tenant shall repair and restore Above Standard Improvements and any Alterations at Tenant's expense so as to restore the Premises to the condition existing prior to such damage or destruction, or, at Landlord's election, Landlord may repair and rebuild the Above Standard Improvements or Alterations, at Tenant's sole cost in accordance with

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Section 6.7 of this Lease. Landlord shall have no duty to make any repairs if Tenant was not occupying the Premises at the time of the casualty.

(i)    In addition to the parties' rights to terminate provided above, if (i) the Premises is damaged and the damage was not caused by Tenant or any Tenant Party, and (ii) Landlord has not completed any restoration of the Premises for which Landlord is responsible within twelve (12) months after the date on which Landlord receives permits and insurance proceeds, then Tenant may notify Landlord in writing that Tenant wishes to terminate the Lease. If Landlord has not completed restoration for which Landlord is responsible within sixty (60) days after receipt of such notice, then this Lease shall terminate and be of no further force and effect. If Landlord completes restoration and delivers possession of the restored Premises to Tenant within sixty (60) days after receipt of such notice, then this Lease shall continue in full force and effect

12.2    Condemnation.

(a)    If such portion of the Premises or any portion of the Building or Real Property shall be taken or condemned for any public purpose and the remainder of the Premises are rendered untenantable or without reasonable means of access to the Premises from at least one entrance, as reasonably determined by Landlord, this Lease shall, at the option of either party, terminate as of the date of such taking. If more than thirty-three percent (33%) of the Rentable Area of the Premises shall be permanently taken or condemned, Tenant shall have the option to terminate this Lease effective as of the date of such taking by giving Landlord written notice within twenty (20) days after the date Tenant receives notice of the taking. If this Lease is not terminated in its entirety then it shall terminate only as to the portion of the Premises taken and Base Rent and Tenant's Proportionate Share shall be adjusted to reflect the new Rentable Area of the Premises and/or the Building. If any portion of the Building or Real Property shall be taken or condemned for any public purpose to such an extent as to render the Building not economically viable in Landlord's discretion, then whether or not the Premises or any part thereof is taken or conveyed, Landlord may by notice in writing to Tenant terminate this Lease, and the Base Rent and other charges shall be paid or refunded as of the date of termination.

(b)    If during the Term of this Lease the entire Premises shall be taken by eminent domain or destroyed by the action of any public or quasi-public authority or in the event of conveyance in lieu thereof, this Lease shall terminate as of the day possession shall be taken by such authority, and Tenant shall pay Rent up to that date with an appropriate refund by Landlord of such rent as shall have been paid in advance for a period subsequent to the date of the taking of possession.

(c)    If all or substantially all of the Premises are taken or condemned for a period in excess of six (6) months or at any time during the last twelve (12) months of the Term, Tenant shall have the option to terminate this Lease effective as of the date of such taking by giving Landlord written notice within twenty (20) days after the date Tenant receives notice of the taking. If any other temporary taking of all or a portion of the Premises occurs, there shall be no abatement of Rent and Tenant shall remain fully obligated for performance of all of the covenants and obligations on its part to be performed pursuant to the terms of this Lease. All proceeds awarded or paid with respect thereto shall belong to Tenant.

(d)    Except as provided in Section 12.2(c) above, all compensation awarded for any such taking or conveyance whether for the whole or a part of the Premises shall be the property of Landlord, whether such damages shall be awarded as compensation for diminution in the value of the leasehold or of the fee of or underlying leasehold interest in the Premises, and Tenant waives all claims against Landlord and the condemning authority for damages for termination of its leasehold interest or interference with its business and hereby assigns to Landlord all of Tenant's right, title and interest in and to any and all such compensation; provided, however, that Tenant shall be entitled to claim, prove and receive in the condemnation proceedings such separate award as may under the laws of the State of Washington be expressly allocated to Tenant's personal property or relocation expenses, provided that such award shall be made by the court in addition to and shall not result in a reduction of the award made to Landlord.

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ARTICLE 13

Default

13.1    Events of Default. The occurrence of any of the following shall constitute an event of default ("Event of Default") on the part of Tenant:

(a)    Abandonment. Vacation or abandonment of the Premises for a continuous period in excess of five (5) Business Days, unless (i) Tenant takes commercially reasonable steps to secure the Premises, (ii) Tenant continues to pay Rent due under this Lease and is not otherwise in default, (iii) Tenant notifies Landlord of the vacation or abandonment and the reason therefor, and (iv) either Tenant commits in writing to re-occupy the Premises for the conduct of business in the ordinary course within ninety (90) days (in which case the failure to do so shall constitute an Event of Default without further opportunity to cure);

(b)    Nonpayment of Rent. Failure to pay any installment of Base Rent, Operating Costs or other items of Rent, within five (5) days following the date when payment is due, if such failure continues for a period of five (5) days thereafter; provided, however, if Tenant pays Rent more than five (5) days after the due date thereof more than one (1) time in any twelve (12) month period then the next late payment shall constitute a noncurable default and Landlord shall be entitled to reject such late payment and exercise its remedies under Section 13.2;

(c)    Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease, other than those matters specified in other subsections of this Section, when such failure continues for fifteen (15) days after written notice of such failure (or with respect to nonmonetary obligations only, such longer period as is reasonably necessary to remedy such default, provided that Tenant shall continuously and diligently pursue such remedy at all times until such default is cured);

(d)    General Assignment. A general assignment for the benefit of creditors by Tenant or any Guarantor of Tenant's obligations hereunder;

(e)    Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant or Guarantor, or the filing of an involuntary petition by Tenant's or Guarantor's creditors, which involuntary petition remains undischarged for a period of thirty (30) days. If under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant's obligations under this Lease;

(f)    Receivership. The employment of a receiver to take possession of substantially all of Guarantor's assets, Tenant's assets or the Premises, if such receivership remains undissolved for a period often (10) Business Days after creation thereof;

(g)    Attachment. The attachment, execution or other judicial seizure of all or substantially all of Guarantor's assets, Tenant's assets or the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof;

(h)    Insolvency. The admission by Tenant or Guarantor in writing in the course of any judicial or administrative proceeding or in any public filing of its inability to pay its debts as they become due, the filing by Tenant or Guarantor of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant or Guarantor of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant or Guarantor in any such proceeding or, if within thirty (30) days after the commencement of any proceeding against Tenant or Guarantor seeking any reorganization, or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed; and

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(i)    Failure to Deliver. Failure to deliver the Security Deposit concurrently with execution hereof or to deliver any subordination or attornment agreement or estoppel certificate when and as required under Article 10; and

(j)    Guarantor. If any Guarantor ceases to exist as an ongoing business with assets comparable to the Guarantor's assets at the time the guaranty is signed, unless within ten (10) days after written demand, Tenant provides a substitute guaranty from an entity approved by Landlord in its discretion or if any person who guaranties Tenant's obligations dies or becomes incapacitated and Tenant fails to provide an affirmation of the guaranty by such person's estate or a new guaranty from a person or entity approved by Landlord in its discretion within ten (10) days after written demand.

13.2    Remedies Upon Default.

(a)    Termination. If an Event of Default occurs, Landlord may terminate the Lease and Tenant's right to possession of the Premises, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. Upon termination, all monetary amounts due under the Lease shall be accelerated and immediately due as provided herein and Landlord shall be entitled to recover from the Tenant all past due Rent and other payments due hereunder as hereinafter set forth; any costs incurred by Landlord in connection with this Lease and the unamortized portion of any abated Rent or other concessions granted to Tenant under this Lease; the unpaid Rent and other payments due hereunder for the balance of the Term after the time of such termination, discounted to present value at the "discount rate" of the Federal Reserve Bank of San Francisco in effect as of time of award plus one percent (1%), less the fair market rental value for the Premises for the remainder of the Term (taking into account those factors set forth in Section 13.3 below), similarly discounted (but not less than zero); Landlord's costs of repair and renovation; Landlord's re-letting costs, including but not limited to alterations, tenant improvement costs or allowances or other concessions granted by Landlord to the new tenant; brokers' commissions, brokers' fees, advertising expenses, and reasonable concessions to obtain new tenants; and all other costs and damages attributable to said breach or default, including any and all attorneys' fees and costs incurred by Landlord.

(b)    Continuation After Default. If Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may continue the Lease in effect (whether or not Tenant has abandoned or vacated the Premises) and, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover the Rent and any other payments due hereunder as they become due and/or relet the Premises in the Tenant's or Landlord's name.

(c)    Reentry. Landlord may re-enter and attempt to relet the Premises without terminating this Lease and remove all persons and property from the Premises, all without any liability of Landlord for any loss or damage which may be occasioned thereby. Acts of maintenance, preservation or efforts to lease the Premises or the appointment of receiver upon application of Landlord to protect Landlord's interest under this Lease shall not constitute an election to terminate Tenant's right to possession. If Landlord, without terminating this Lease, either (i) elects to re-enter the Premises and attempts to relet the Premises, (ii) takes possession of the Premises pursuant to legal proceedings, or (iii) takes possession of the Premises pursuant to any notice provided by law, then Landlord may, from time to time, make such reasonable alterations and repairs as may be necessary in order to relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rent and other terms as Landlord in its reasonable discretion deems advisable. If Landlord elects to relet the Premises, Landlord shall not be obligated to accept any tenant proposed by Tenant, (ii) Landlord shall have the right to lease any other space controlled by Landlord first, and (iii) any proposed tenant shall meet all of Landlord's leasing criteria. Upon such reletting, all rent received by Landlord from such reletting shall be applied, first to the payment of any indebtedness of Tenant to Landlord (other than for any Rent due hereunder); second, to the payment of any costs and expenses of obtaining possession and any such reletting, including the expense of alterations and repairs, brokerage fees and attorneys' fees; third, to the payment of any rent due and unpaid or to become due hereunder. If such rents and any other amounts received from such reletting during any month are less than that to be paid during that month by Tenant, then Tenant shall immediately pay such deficiency to Landlord. No re-

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entry or repossession, repairs, maintenance, changes, alterations and additions, reletting, appointment of a receiver to protect Landlord's interests hereunder, or any other action or omission by Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant. Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous Event of Default. Should Landlord at any time terminate this Lease for any Event of Default, in addition to any other remedies it may have, Landlord shall be entitled to the remedy set forth in Section 13.2(a), and may recover all damages it may incur by reason of such Event of Default, including the reasonable cost of recovering the Premises, reimbursement of any brokerage fees incurred by Landlord in connection with this Lease and the unamortized portion of the Incentive Payment or other concessions granted to Tenant under this Lease and all Rent (accrued or to accrue during the Term) which, at Landlord's election, shall be accelerated and be due in full on demand as set forth in Section 13.2(a) above. Accelerated payments payable under this Lease shall not constitute a penalty or forfeiture or liquidated damages, but shall merely constitute payment of Rent in advance. Tenant hereby irrevocably waives any right otherwise available under any law to redeem or reinstate this Lease.

(d)    Tenant's Personal Property. Upon termination of this Lease or re-entry into the Premises by Landlord as described herein, Landlord shall have any or all of the following remedies: (i) Landlord may immediately remove all of Tenant's property from the Premises; (ii) Landlord may store Tenant's property in a public warehouse or elsewhere at the sole cost and account of Tenant; or (iii) Landlord may elect to consider Tenant's property to be abandoned and thereafter dispose of such property in any manner deemed appropriate by Landlord. Any proceeds of the sale of property realized by Landlord on disposal of the property shall be applied first to offset all expenses of storage and sale, then credited against Tenant's outstanding obligations to Landlord under this Lease, and any remaining balance remaining after satisfaction of all obligations of Tenant under this Lease shall be returned to Tenant. Landlord shall have no obligation to Tenant to protect, store, inventory or appraise any of Tenant's property.

(e)    Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of any default by Tenant, as set forth in this Section 13, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements. In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

(f)    Cure. Landlord may cure such default or perform such obligation on Tenant's behalf and at Tenant's expense as an Extra Service pursuant to Section 5.4.

(g)    Mitigation. If Landlord terminates this Lease or Tenant's right to possession of all or any part of the Premises, Landlord shall use reasonable efforts to relet the Premises provided that Landlord shall not be required to incur any capital costs, to lease to any party to whom it would not ordinarily lease space in the absence of a duty to mitigate, to lease space for a term of less than the original term of this Lease, or to otherwise compromise its customary leasing standards. If Landlord fails to make such efforts to mitigate its damages Tenant shall be entitled to submit proof of such failure to mitigate as a defense to Landlord's claims hereunder.

13.3    Computation of Rent for Purposes of Default. For purposes of computing unpaid Rent that would have accrued and become payable under this Lease, unpaid Rent shall consist of the sum of:

(a)    the total Base Rent for the balance of the Term, plus

(b)    a computation of the Operating Costs for the balance of the Term, the assumed Operating Costs for the calendar year of the default and each future calendar year in the Term to be equal to the Operating Costs for the calendar year prior to the year in which default occurs compounded at a per annum

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rate equal to the mean average rate of inflation for the preceding five (5) calendar years as determined by reference to the Consumer Price Index-All Items for Seattle-Tacoma-Bremerton, All Urban Consumers, published by the Bureau of Labor Statistics of the United States Department of Labor (Base Year 1982-84=100), or such successor index as may be established to provide a measure of the current purchasing power of the dollar (provided, however, that if no successor index is published by the United States Department of Labor, Landlord may select in its reasonable discretion a substitute index or method of measuring inflation); plus

(c)    the total payments for Parking Passes required to be purchased by Tenant pursuant to Section 14.24 for the balance of the Term; plus

(d)    the total payments for Extra Services required as a result of Above Standard Improvements for the balance of the Term.

13.4    Late Charge. Tenant acknowledges that late payment by Tenant of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any note secured by a Senior Instrument covering the Premises. Therefore, in addition to Landlord's other remedies, if any payment of Rent is not received by the fifth (5th) day after the due date thereof, Tenant shall pay a late fee in an amount equal to the greater of Two Hundred Fifty Dollars ($250.00) or five percent (5%) of the delinquency, the parties agreeing that such sum represents a reasonable estimate of Landlord's costs. In addition, any sums not paid by Tenant when due shall bear interest from the due date until paid in full at an annual interest rate of fifteen percent (15%) or the highest commercial interest rate permitted by Law, if less. The provision for a late charge and.interest and collection of such late charge or interest by Landlord, shall not be deemed a waiver of any breach or Event of Default by Tenant under this Lease. If any of Tenant's Rent checks is returned by the bank without payment then Tenant shall pay a bounced check charge of seventy-five dollars ($75.00) and Landlord may require Tenant to pay future installments of Rent by certified or cashiers' check.

13.5    Remedies Cumulative. No reference to or exercise of any specific right or remedy by Landlord shall prejudice or preclude Landlord from any other remedy, whether allowed at law or in equity or expressly provided for herein. No such remedy shall be exclusive or dependent upon any other such remedy, but Landlord may from time to time exercise any one (1) or more of such remedies independently or in combination. Without limiting the generality of the foregoing, Landlord shall be entitled to commence and maintain an action against Tenant to collect any Rent not paid when due, without exercising Landlord's option to terminate this Lease as provided herein. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, whether by agreement or by operation of law.

13.6    Tenant's Remedies. Landlord shall not be in default unless Landlord fails to cure a default by Landlord of its obligations under this Lease within sixty (60) days after its receipt of notice thereof from Tenant, or if such default is not capable of being cured within said sixty (60) day period, Landlord has failed to commence such cure and diligently pursue such cure until completion. In no event shall Landlord be liable for consequential damages. Tenant shall not sue, seek any remedy or enforce any right against Landlord until (a) Tenant gives written notice to all Senior Parties of whom Tenant has been given notice and contact information, and (b) a reasonable time for such Senior Party, at its option, to remedy the act or omission has elapsed following the giving of notice by Tenant to Senior Party required hereunder, including, without limitation, time to obtain possession from Landlord by power of sale or judicial foreclosure, it being agreed that the Senior Party shall have no obligation to Tenant to cure or remedy any act or omission of Landlord. Landlord's liability under this Lease shall be limited to the lesser of (a) Landlord's equity interest in the Building, and (b) the equity interest Landlord would have in the Building if the Building were encumbered by third-party debt in an amount equal to 80% of the value of the Building (as such value is determined by Landlord) and Tenant shall look solely to such property for recovery of any judgment from Landlord whether from a breach hereof or from a right created by statute or at common law. Landlord and Landlord Parties shall

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not be personally liable for any such judgment. Tenant agrees that no other property or assets of Landlord or any Landlord Party shall be subject to levy, execution or other enforcement procedures for satisfaction of any such judgment or decree; no Landlord Party shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction over Landlord); no service of process shall be made against any Landlord Party (except as may be necessary to secure jurisdiction over Landlord); no judgment shall be taken against any Landlord Party; no writ of execution shall ever be levied against the assets of any Landlord Party; and these covenants, limitations and agreements are enforceable both by Landlord and by any Landlord Party. Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any Senior Instrument.

ARTICLE 14

Miscellaneous

14.1    No Waiver. Failure of Landlord or Tenant to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord or Tenant, as the case may be, shall have the right to declare any such default at any time thereafter. No waiver by Landlord of an Event of Default, or any agreement, term, covenant or condition contained in this Lease, shall be effective or binding on Landlord unless made in writing and no such waiver shall be implied from any omission by Landlord to take action with respect to such Event of Default or other such matter. No express written waiver by Landlord of any Event of Default, or other such matter, shall affect or cover any other Event of Default, matter or period of time, other than the Event of Default, matter and/or period of time specified in such express waiver. One or more written waivers by Landlord of any Event of Default, or other matter, shall not be deemed to be a waiver of any subsequent Event of Default, or other matter, in the performance of the same provision of this Lease. Acceptance of Rent by Landlord hereunder, or endorsement of any check, shall not, in and of itself, constitute a waiver of any breach or Event of Default or of any agreement, term, covenant or condition of this Lease, except as to the payment of Rent so accepted, regardless of Landlord's knowledge of any concurrent Event of Default or matter. Landlord may, at its election, apply any Rent received from Tenant to any obligation outstanding from Tenant to Landlord, any endorsement or other statement of Tenant to the contrary notwithstanding. No course of conduct between Landlord and Tenant, and no acceptance of the keys to or possession of the Premises before the termination of the Term by Landlord or any employee of Landlord shall constitute a waiver of any breach or of any term, covenant or condition of this Lease or operate as a surrender of this Lease.

14.2    Holding Over. If Tenant (or anyone claiming under Tenant) remains in possession after expiration or termination of this Lease without the written consent of Landlord, Tenant shall comply with all terms and conditions of this Lease except that Tenant shall pay Base Rent for each month or partial month of occupancy thereafter at a rate equal to one hundred fifty (150%) of the Base Rent for the last month of the Term, together with such other amounts as may become due hereunder. No occupancy or payment of Rent by Tenant after expiration of the Term shall operate to renew or extend the Term. Tenant acknowledges that Landlord shall be attempting to lease the Premises with any such lease to be effective upon expiration of the Term, and failure to surrender the Premises could cause Landlord to incur liability to such successor tenant for which Tenant shall be responsible. If Tenant remains in possession after the expiration or termination of this Lease without Landlord's consent, in addition to the payment described in the first sentence of this Section 14.2, Tenant shall indemnify, defend, protect and hold Landlord and Landlord Parties harmless from and against any and all actual damages incurred in connection with Claims by any other tenant or third person to whom Landlord may have leased all or any part of the Premises effective on or after the termination of this Lease, together with all loss, cost, expense, damages and liabilities in connection with any such reletting, including, without limitation, reasonable attorneys' fees and Landlord's lost revenues. If Tenant holds over with the consent of Landlord in writing Tenant shall thereafter occupy the Premises under this Lease on a month-to-month basis and Base Rent shall be increased to the greater of (a) one hundred twenty-five percent (125%) of the Rent for the last month of the term, or (b) the then current fair market rent for the Premises as determined by Landlord in its reasonable discretion and communicated to Tenant in Landlord's consent to the hold over. For purposes of this Section 14.2, the term "remains in possession" shall include circumstances where Tenant

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has failed to fully vacate the Premises or failed to fully complete all removal and restoration work required under this Lease.

14.3    Unrelated Business Taxable Income. Landlord shall have the right at any time and from time to time to unilaterally amend the provisions of this Lease, if Landlord is advised by its counsel that all or any portion of the monies paid by Tenant to Landlord hereunder are, or may be deemed to be, unrelated business income within the meaning of the Code or the Regulations, and Tenant agrees that it will execute all documents or instruments necessary to effect such amendment or amendments, provided that no such amendment shall result in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under the terms of this Lease, as so amended, and provided further that no such contract shall result in Tenant having materially greater obligations or receiving less services, or services of a lesser quality than it is presently entitled to receive under this Lease. Any services which Landlord is required to furnish pursuant to the provisions of this Lease may, at Landlord's option, be furnished from time to time, in whole or in part, by employees of Landlord or Landlord's managing agent or its employees or by one or more third parties hired by Landlord or Landlord's managing agent. Tenant agrees that upon Landlord's written request it will enter into direct agreements with Landlord's managing agent or other parties designated by Landlord for the furnishing of any such services required to be furnished by Landlord hereunder, in the form and content approved by Landlord, provided however that no such contract shall result in Tenant having to pay in the aggregate more money on account of its occupancy of the Premises under the terms of this Lease, and provided further that no such contract shall result in Tenant having materially greater obligations or receiving less services, or services of a lesser quality than it is presently entitled to receive under this Lease.

14.4    Attorneys' Fees. If either party places the enforcement of this Lease, or any part thereof, or the collection of any Rent due, or to become due hereunder, or recovery of the possession of the Premises in the hands of an attorney or collection agency, or files suit upon the same, or seeks a judicial declaration ofrights hereunder, the prevailing party shall recover its reasonable attorneys' fees, court costs and collection agency charges. As used herein, "prevailing party" shall mean the party who substantially prevails in the matter at issue, including without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached or consideration substantially equal to the relief sought in the action.

14.5    Amendments. This Lease may not be altered, changed or amended, except by an instrument in writing signed by both parties.

14.6    Transfers by Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder and in the Building and Real Property. If Landlord sells or otherwise transfers the Building, or if Landlord assigns its interest in this Lease, other than an assignment solely for security purposes, such purchaser, transferee or assignee thereof shall be deemed to have assumed Landlord's obligations hereunder, and Landlord shall thereupon be relieved of all liabilities hereunder arising thereafter, but this Lease shall otherwise remain in full force and effect. Landlord or any person or party succeeding to Landlord's rights hereunder shall be subject to Landlord's obligations hereunder only during the period of such person's or party's ownership.

14.7    Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and shall be enforceable to the extent permitted by law.

14.8    Notices. Except as otherwise provided herein, all notices, demands, consents and approvals that may or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been given upon refusal of delivery or upon delivery if sent by personal delivery or when deposited with a nationally recognized overnight courier service or in the United States mail, certified or registered, postage prepaid, and addressed to the party to be notified at the address for such party specified on

33

the Basic Lease Information Sheet, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days' notice to the notifying party. Tenant shall deliver a copy of any notice given to Landlord to (a) Landlord's property manager, (b) any Senior Party whose address is known to Tenant, (c) Hines, 101 California, Suite 1000, San Francisco, CA 94111, Attn: SVP of Operations; and (d) Hines, 800 Fifth Avenue, Suite 3838, Seattle, WA 98104, Attn: Managing Director. Notwithstanding the foregoing, service of all default notices required by Law and service of process shall be accomplished in accordance with applicable Law.

14.9    Intentionally Omitted.

14.10    No Option. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or an option to lease, and it is not effective as a lease or otherwise until execution and delivery by both Landlord and Tenant. Landlord shall not be deemed to have made an offer to Tenant by furnishing Tenant with a copy of this Lease with particulars inserted. No contractual or other rights shall exist or be created between Landlord and Tenant until all parties hereto have executed this Lease.

14.11    Integration and Interpretation. The terms of this Lease are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Lease and may not be contradicted by evidence of any prior or contemporaneous agreement, arrangement, understanding or negotiation (whether oral or written). The parties further intend that this Lease constitutes the complete and exclusive statement of its terms. The language in all parts of this Lease shall in all cases be construed as a whole and in accordance with its fair meaning and not construed for or against any party, regardless of which party may have drafted the provision in question, it being agreed that this is a negotiated agreement. The following exhibits and schedules are attached hereto and incorporated by this reference as if fully set forth herein:

Exhibit A	Floor Plan of the Premises
Exhibit B	Legal Description of the Real Property Work Letter
Exhibit C	Work Letter
Exhibit D	Lease Commencement Certificate

14.12    Quitclaim. Upon expiration or earlier termination of this Lease, Tenant shall, upon request of Landlord, execute, acknowledge and deliver to Landlord a recordable deed quit-claiming to Landlord all interest of Tenant in the Premises, the Real Property, the Building and this Lease.

14.13    No Easement for Light, Air and View. This Lease conveys to Tenant no rights for any light, air or view. No diminution of light, air or view, or any impairment of the visibility of the Premises from inside or outside the Building, by any structure (including any new building constructed on adjacent property) or other object that may hereafter be erected (whether or not by Landlord) shall entitle Tenant to any reduction of Rent under this Lease, constitute an actual or constructive eviction of Tenant, result in any liability of Landlord to Tenant, or in any other way affect this Lease or Tenant's obligations hereunder.

14.14    No Merger. The voluntary or other surrender or termination of this Lease by Tenant, or a mutual cancellation thereof shall not work a merger, but, at Landlord's sole option, shall either terminate all existing subleases or subtenancies or shall operate as an assignment to Landlord of all such subleases or subtenancies.

14.15    Memorandum of Lease. Tenant shall, upon request of Landlord, execute, acknowledge and deliver a short form memorandum of this Lease (and any amendment hereto or consolidation hereof), in form suitable for recording. In no event shall this Lease or any memorandum thereof be recorded without the prior written consent of Landlord.

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14.16    Survival. All of Tenant's covenants and obligations arising during the Term of this Lease shall survive the expiration or earlier termination of this Lease. No provision of this Lease providing for termination in certain events shall be construed as a limitation or restriction of Landlord's rights and remedies at law or in equity available upon a breach by Tenant of this Lease.

14.17    Financial Statements. Tenant shall, within fifteen (15) days of Landlord's written request, but not more often than once in any twelve (12) month period unless an Event of Default occurs or Tenant proposes a Transfer, furnish Landlord with financial statements, dated no earlier than one (1) year before such request, certified as accurate by Tenant, or, if available, audited financial statements prepared by an independent certified public accountant with copies of the auditor's statement, reflecting Tenant's then current financial condition, or the financial condition of the individuals comprising Tenant, in such form and detail as Tenant customarily prepares for its owners and lenders. If Tenant's and Guarantor's current financial statements are readily available to the public in a printable format, hard copies will not be required. Tenant may condition the delivery of Tenant's financial statements upon the execution by Landlord and any other intended recipients of a commercially reasonable non-disclosure agreement.

14.18    No Joint Venture. This Lease shall not be construed to create a partnership, joint venture or similar relationship or arrangement between Landlord and Tenant hereunder.

14.19    Successors and Assigns. Except as otherwise provided herein, this Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns; and shall be binding upon and inure to the benefit of Tenant, its successors, and to the extent assignment may be approved by Landlord hereunder, Tenant's assigns.

14.20    Applicable Law. All rights and remedies of Landlord and Tenant under this Lease shall be construed and enforced according to the laws of the State of Washington. Any actions or proceedings brought under this Lease, or with respect to any matter arising under or out of this Lease, shall be brought and tried only in courts located in the County of King, Washington (excepting appellate courts). LANDLORD AND TENANT EACH WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CONTRACT OR TORT CLAIM, COUNTERCLAIM, CROSS-COMPLAINT, OR CAUSE OF ACTION IN ANY ACTION, PROCEEDING, OR HEARING BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATIER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, OR TENANT'S USE OR OCCUPANCY OF THE PREMISES.

14.21    Time of the Essence; Force Majeure. Time is of the essence of each and every covenant herein contained. If either party to this Lease, as the result of any (i) strikes, lockouts, or labor disputes; (ii) failure of power or other utilities; (iii) inability to obtain labor or materials or reasonable substitutes therefor; (iv) war, governmental action, court order, condemnation, civil unrest, riot, fire or other casualty; (v) extreme or unusual weather conditions, acts of God or unforeseen soil conditions; or (vi) other conditions similar to those enumerated in this Section beyond the reasonable control of the party obligated to perform (except for financial inability) (collectively, "Force Majeure") fails punctually to perform any obligation on its part to be performed under this Lease, then such failure shall be excused and not be a breach of this Lease by the party in question but only to the extent occasioned by such event. If any right or option of either party to take any action under or with respect to this Lease is conditioned upon the same being exercised within any prescribed period of time or at or before a named date, then such prescribed period of time and such named date shall be deemed to be extended or delayed, as the case may be, for a period equal to the period of the delay occasioned by any event described above. Notwithstanding anything herein contained, however, the provisions of this Section shall not be applicable to either party's monetary obligations, including Tenant's obligation to pay Rent under this Lease.

14.22    Confidentiality. Tenant shall treat the contents of this Lease as confidential information and shall not disclose the terms and conditions hereof to other parties; provided, however, Tenant may disclose portions of the Lease to its officers, directors, employees, attorneys, architects, accountants, and other

35

consultants and advisors to the extent such persons need to know such information, as well as actual or potential investors, lenders, assignees or sublessees, provided such parties are first informed of the confidential nature of such information and each such party agrees to treat the information as confidential. In addition, the contents of this Lease may be divulged by Tenant to the extent, but only to the extent, required by law, including as a material agreement, liability or risk factor in any applicable securities filings, or in any administrative or judicial proceeding in which Tenant is required to divulge such information, however Tenant shall notify Landlord prior to making such disclosure. Tenant shall be responsible for any disclosure of this Lease in violation of the terms of this Section made by any person who received this Lease or learns of its terms and conditions, directly or indirectly, from Tenant.

14.23    Interpretation. The word "day" means calendar day unless Business Day is specified. In calculating time periods, the day of the triggering event shall not be counted. Except as specifically provided otherwise in this Lease, Landlord may act in its sole and absolute discretion when required to act hereunder or when deciding to grant its approval of any Tenant act. Whenever Landlord has agreed to act reasonably, it shall be reasonable for Landlord to consider the financial impact of the decision on Landlord and Landlord shall be deemed to be reasonable if its action or decision is consistent with actions or decisions of other comparable institutional owners of comparable commercial projects. The term, "including" shall mean "including, without limitation." All indemnities contained herein shall survive termination of this Lease with respect to any act, condition or event that is the subject matter of such indemnity and that occurs prior to the Expiration Date. Notwithstanding anything herein to the contrary, all provisions of this Lease which require the payment of money or the delivery of property after the Expiration Date shall survive termination of the Lease.

14.24    Parking. Tenant may purchase parking passes up to the number of parking passes (the "Parking Passes") set forth in the Basic Lease Information Sheet which number shall include Tenant's Proportionate Share of any carpool spaces Landlord is required to provide or maintain by any governmental authority. Tenant shall pay the monthly fee per Parking Pass established by Landlord from time to time, based on current market rates, for the applicable type of permit, plus any tax or assessment imposed by any governmental authority in connection with such parking privileges. The parking fees shall be payable in advance on the first day of the month together with the payment of Base Rent. Each Parking Pass shall entitle the vehicle on which the Parking Pass is presented to park in the parking garage located beneath the Complex (the "Garage") during Normal Office Hours on a nonpreferential and nonexclusive basis. Landlord shall have exclusive control over the day-to-day operations of the Garage. No specific spaces in the Garage shall be assigned to Tenant unless Tenant purchases reserved permits which Landlord may make available from time to time at the reserved parking rate. Landlord may make, modify and enforce reasonable rules and regulations relating to the parking of vehicles in the Garage, and Tenant shall abide by such rules and regulations and shall cause its employees and invitees to abide by such rules and regulations. In lieu of providing parking stickers or cards, Landlord may use any reasonable alternative means of identifying and controlling vehicles authorized to be parked in the Garage. Landlord may designate areas within the Garage for short term or nontenant parking only and Landlord may change such designations from time to time. Landlord reserves the right to alter the size of the Garage and the configuration of parking spaces and driveways therein. Landlord may assign any unreserved and unassigned parking spaces and/or make all or a portion of such spaces reserved or institute any other measures, including but not limited to valet, assisted or tandem parking, that Landlord determines are necessary or desirable for tenant requirements or orderly and efficient parking. Overnight parking is not permitted unless the vehicle owner is in the Building while the vehicle is in the Garage. Landlord may monitor the Garage and may tow offending vehicles at the cost of the vehicle owner. Landlord at any time may substitute for Tenant's Parking Passes an equivalent number of parking spaces in a parking structure or subterranean parking facility or within a surface parking area located a reasonable distance from the Complex.

Landlord may operate the Garage or, in its discretion, may arrange for the Garage to be leased to a third party (the "Parking Lessee") that will succeed to all rights and responsibilities of the Landlord under this Section 14.24. In such event, all references to "Landlord" in this Section 14.24 shall, unless the context indicates otherwise, be read to mean Parking Lessee. Upon request, Tenant will execute and deliver a parking agreement with the Parking Lessee on the Parking Lessee's standard form of agreement. If Landlord leases the

36

Garage to a Parking Lessee then the monthly parking charges shall be paid to the Parking Lessee at such place as the Parking Lessee may direct.

14.25    Fitness Center. Landlord, or its affiliate, currently provides a fitness center for use by tenants in the Complex. Tenant and its employees whose main office assignment is the Premises may use the fitness center provided that each user complies with all rules, regulations and procedures relating to such use. All costs incurred by Landlord in connection with operating, equipping and maintaining the fitness center and the equipment therein (including fair market rent on the Rentable Area included in the fitness center) shall be included in Operating Costs. Landlord, or its affiliate, may require payment of a fee by users to cover a portion of the cost of operating the fitness center and any fees collected shall be deducted from the costs of the fitness center included in Operating Costs. In no event shall Landlord, or its affiliate, have any liability to Tenant or any of Tenant's employees, agents, invitees or otherwise for any claim arising out of the use of the fitness center by such party and Tenant on behalf of itself and all of such parties hereby waives, releases and forever discharges Landlord, or its affiliate, from all such liability to the maximum extent permitted by law. Landlord, or its affiliate, may require each individual who wants to use the fitness center to execute its standard form of use agreement as a condition to being given access to the fitness center which agreement may include a release and waiver of claims and an agreement to comply with all rules and regulations. Landlord, or its affiliate, may revoke the license to use the fitness center for any person who fails to comply with such agreement at any time. If the fitness center is not used by a sufficient number of people, Landlord, or its affiliate, may cease to provide the fitness center as an amenity.

14.26    Conference Facility. The Complex currently includes a conference room available for use by tenants of the Complex. So long as the conference room is made available to tenants, Tenant shall have the nonexclusive right to use the conference room in accordance with the rules and regulations and procedures adopted by Landlord, or its affiliate, from time to time. So long as the conference room is available for use by tenants in the Complex, all costs of operating, equipping and maintaining the conference room and the equipment therein (including fair market rent on the Rentable Area included in the conference room) shall be included in Operating Costs. Landlord, or its affiliate, may impose a fee for use of the conference room to cover the costs of set up and clean up and any fees collected shall be deducted from the costs of the conference room included in Operating Costs.

14.27    Brokers. Tenant and Landlord each represent and warrant to the other that it has had no dealing with any broker or agent other than the Broker(s) identified in the Basic Lease Information Sheet. Tenant and Landlord shall each indemnify, defend and hold the other party harmless from and against any and all liabilities for commissions or other compensation or charges claimed by any other broker or agent based on dealings with the indemnifying party with respect to this Lease. The foregoing indemnity shall survive termination or earlier expiration of this Lease.

14.28    USA Patriot Act Disclosures. Tenant and Landlord each hereby represents, warrants and covenants to the other, that (i) it is regulated by the SEC, FINRA or the Federal Reserve (a "Regulated Entity"), or is a wholly-owned subsidiary or wholly-owned affiliate of a Regulated Entity or (ii) neither it nor any person or entity that directly or indirectly (a) controls it or (b) has an ownership interest in it of twenty-five percent (25%) or more, appears on the list of Specially Designated Nationals and Blocked Persons ("OFAC List") published by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury.

14.29    Transportation Management. Landlord and Tenant agree to participate in traffic management programs required by the City of Bellevue including the Transportation Management Program Action Plan dated July 7, 2004. Tenant agrees that the parking fee set forth in the Basic Lease Information is the minimum parking charge and that the parking fees will be adjusted to market from time to time.

[Signatures on following page]

37

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day and year first above written.

Landlord:
HINES GLOBAL REIT SUMMIT HOLDINGS LLC,
Delaware limited liability company
By:	/s/ Josh Gravenor
Name:	Josh Gravenor
Title:	Authorized Agent

Tenant:
LIMEADE, INC., a Washington corporation
By:	/s/ Tobias Davis
Name:	Tobias Davis
Title:	VP Finance

[Signature Page]

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT	CIVIL CODE§ 1189

A notary public or other officer completing this certificate verifies only the identities of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California		)
County of	Los Angeles	)

On	June 14, 2018	before me,	Armine Asaryan
	Date		Here Insert Name and Title of the Officer
personally appeared		Tobias Adam Davis
			Name(s) of Signer(s)

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

	I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
	WITNESS my hand and official seal.
	Signature	/s/ Armine Asaryan
		Signature of Notary Public

Place Notary Seal Above
	OPTIONAL
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document:
Document Date:	Number of Pages:
Signer(s) Other Than Named Above:

Capacity(ies) Claimed by Signer(s)
Signer's Name:			Signer's Name:
☐	Corporate Officer — Title(s):		☐	Corporate Officer —Title(s):
☐	Partner —	☐ Limited☐ General	☐	Partner —	☐Limited    ☐General
☐	Individual	☐ Attorney in Fact	☐	Individual	☐ Attorney in Fact
☐	Trustee	☐ Guardian or Conservator	☐	Trustee	☐ Guardian or Conservator
☐	Other:		☐	Other:
Signer Is Representing:			Signer Is Representing:
©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907

Landlord Acknowledgement

STATE OF TEXAS	)
	)
COUNTY OF HARRIS)

Before me, (insert the name and character of the officer), on this day personally appeared Josh Gravenor, known to me (or proved to me on the oath of Authorized Agent through (description of identity card or other document) to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed.

Given under my hand and seal of office this	10th	day of	July	, 2018.
	/s/ Sandra Mwangemi
	Notary Public's Signature
(Personalized Seal)

Tenant Acknowledgement
STATE OF WASHINGTON	)
	) ss.
COUNTY OF KING	)

On this ____ day of ______________ , 2018, before me, a Notary Public in and for the State of Washington, personally appeared ___________________________[name], personally known to me ( or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that he/she was authorized to execute the instrument, and acknowledged it as the ___________________________[title] of LIMEADE, INC. to be the free and voluntary act and deed of said corporation for the uses and purposes mentioned in the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first

above written.

NOTARY PUBLIC in and for the State of Washington,

residing at

My appointment expires

Print Name

[Signature Page]

EXHIBIT A

FLOOR PLAN OF PREMISES

A-1

EXHIBIT B

LEGAL DESCRIPTION OF THE REAL PROPERTY

Lot 1, The Summit (Binding Site Plan), according to the plat thereof recorded in Volume 255 of Plats, Page(s) 44 through 47, inclusive, in King County, Washington; (Also known as Lot 1, City of Bellevue Binding Site Plan No. 10-107177 LJ, recorded under recording no. 20100810001366, in King County, Washington).

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON, AND SUBJECT TO ALL MATTERS NOW OR HEREAFTER OF RECORD

B-1

EXHIBIT C

WORK LETTER

Intentionally omitted.

C-1

EXHIBIT D

SAMPLE FORM OF

LEASE COMMENCEMENT CERTIFICATE

Re:	[Tenant]
	[Suite No.]
	[Address]
	Bellevue, Washington

This is to certify that pursuant to the terms of that certain Office Space Lease dated as of ________________., between [Tenant's Name] ("Tenant") and HINES GLOBAL REIT SUMMIT HOLDINGS LLC, Tenant has taken possession of Premises described above. Tenant hereby certifies and agrees that the following information is true and correct:

1.    Term Commencement Date:__________________________________

2.    Expiration Date:__________________________________

3.    Rentable Area:__________________________________

4.    Allowance:__________________________________

5.    Security Deposit Paid:__________________________________

6.    Total Prepaid Rent:__________________________________

7.    Months to Which Prepaid Rent Applies:__________________________________

8.    Attached hereto is the Insurance Certificate required by Article 11 of the Lease

[Name of Tenant]

By:

Name:

Title:

Date:

D-1

LANDLORD CONSENT TO SUBLEASE AMENDMENT

This LANDLORD'S CONSENT TO SUBLEASE AMENDMENT (the "Consent'') is entered into as of the14day of June, 2018, between PUGET SOUND ENERGY, a Washington corporation ("Tenant''), LIMEADE, INC., a Washington corporation ("Subtenant'') and HINES GLOBAL REIT SUMMIT HOLDINGS LLC, a Delaware limited liability company ("Landlord').

RECITALS

A.    Landlord and Tenant are parties to that certain Lease Agreement dated June 17, 2002 (as amended from time to time, the "Master Lease") pursuant to which Tenant leased from Landlord certain premises as described in the Master Lease (the "Premises").

B.    Tenant and Subtenant are parties to that certain Sublease dated September 22, 2014 (the "Sublease") pursuant to which Tenant subleased to Subtenant a portion of the Premises (the "Sublease Premises").

C.    Tenant and Subtenant now wish to extend the term of the Sublease pursuant to the terms of that certain First Amendment to Sublease Agreement dated as of June 14, 2018 (the "Amendment").

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows:

1.    Consent. Tenant and Subtenant represent and warrant to Landlord that a true and correct copy of the Amendment has been provided to Landlord. Subject to.all of the terms and conditions of this Consent, Landlord consents to the Amendment provided that such consent shall not be construed as a wavier of any of the terms of the Master Lease nor as an agreement to amend or modify the Master Lease in any manner.

2.    No Release. This Consent is issued on the understanding that nothing contained in this Consent shall modify, expand or enlarge Landlord's obligations under the Master Lease nor release Tenant from any obligations thereunder.

3.    Brokers. Tenant and Subtenant each agree to indemnify, defend and hold harmless Landlord, its agents, officers and partners, from and against any claims relating to brokerage fees or commissions arising from or relating to the Amendment.

4.    Miscellaneous. This Consent may be executed in any number of counterparts and each such counterpart shall be deemed to be an original, but all of which, when taken together, shall constitute one agreement. In any suit, action or appeal therefrom, to enforce or interpret this Consent or any term of provision hereof, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attorney's fees. This Consent shall be governed by the laws of the State of Washington and any action with respect to this Consent shall be brought in King County, Washington.

[signatures on following page]

1

IN WITNESS WHEREOF, Landlord, Tenant and Subtenant have executed this Consent as of the date set forth above.

Landlord:
HINES GLOBAL REIT SUMMIT HOLDINGS LLC,
a Delaware limited liability company
By:	/s/ Josh Gravenor
Name:	Josh Gravenor
Title:	Authorized Agent
Tenant:
PUGET SOUND ENERGY, a Washington corporation
By:	/s/ Marla D. Mellies
Name:	Marla D. Mellies
Title:	SVP & CAO
Subtenant:
LIMEADE, INC., a Washington corporation
By:	/s/ Tobias Davis
Name:	Tobias Davis
Title:	VP Finance

2

FIRST AMENDMENT TO SUBLEASE

THIS FIRST AMENDMENT TO SUBLEASE (the "Amendment") is made and entered into as of June 28, 2018 (the "Effective Date"), by and between PUGET SOUND ENERGY, INC., a Washington corporation ("Sublessor"), and LIMEADE, INC., a Washington corporation ("Sublessee").

RECITALS

A.    Sublessor, as tenant, entered into that certain Lease Agreement dated June 17, 2002, as amended by the amendments set forth in Exhibit A attached hereto (as amended, the "Lease"), wherein Hines Global REIT Summit Holdings LLC, a Delaware limited liability company (as successor in interest to Summit REIT, Inc., a Maryland corporation, successor in interest to BTC Seattle LLC, a Delaware limited liability company, "Landlord"), is landlord for the lease to Sublessor of the Premises hereinafter defined.

B.    Sublessor and Sublessee entered into that certain Sublease, dated as of September 22, 2014 (the "Sublease"), pursuant to which Sublessee subleases the fourth floor of the Building consisting of approximately 23,293 rentable square feet (the "Premises") in the Puget Sound Energy Building (formerly known as the ummit, Building B), located at 10885 NE 4th Street, Bellevue, Washington 98004 (the "Building").

C.    The Sublease Term expires on July 29, 2018 and the Lease term expires on July 31, 2018.

D.    Landlord and Sublessee are currently negotiating Sublessee's direct lease of the Premises, which, if executed, would commence on August 1, 2018.

E.    Sublessor and Sublessee desire to modify the expiration date of the Sublease to eliminate any gap between the expiration of the Sublease Term and the commencement of Sublessee's new lease for the Premises. In furtherance of the foregoing, Sublessor and Sublessee have agreed to amend the Sublease in accordance with the terms and conditions set forth in this Amendment.

AMENDMENT

For valuable consideration, the receipt and sufficiency of which are expressly acknowledged, Sublessor and Sublessee agree as follows:

1.    Definitions.Capitalized terms not defined in this Amendment shall have the meanings set forth in the Sublease.

2.    Sublease Term. As of the Effective Date, all references to July 29, 2018 in Section 1 of the Sublease are hereby replaced with July 31, 2018. The Sublease Term shall expire on July 31, 2018.

1

3.    Rent During the Remainder of the Sublease Term.Sublessor and Sublessee acknowledge that Sublessee shall continue to pay Rent and Additional Rent pursuant to the terms of the Sublease.

4.    Improvements; Surrender of Possession; Removal of Property.Sublessor does not waive its right under the Sublease to require the removal of any improvements, and Subtenant's obligation to surrender the Premises and remove its moveable property and trade fixtures pursuant to the Sublease (including, without limitation, Sections 9, 22, and 23 of the Sublease); provided, however, Subtenant's obligation to surrender the Premises and remove its moveable property and trade fixtures will not be required by Sublessor provided (a) Subtenant and Landlord enter into a direct lease for the Premises prior to July 10, 2018, which direct lease provides for an August 1, 2018 commencement date, and (b) Subtenant, by executing this Amendment, agrees to indemnify, defend and hold Sublessor harmless from any and all claims brought by Landlord against Sublessor arising from or related to (i) Sublessor entering into this Amendment and/or (ii) Sublessee's failure to surrender the Premises pursuant to the terms of the Sublease.

5.    Parking.As of the Effective Date, the reference to July 29, 2018 in Section 35(d) of the Sublease is hereby replaced with July 31, 2018.

6.    Sublessor's ExpensesWithin two (2) business days of the date of this Amendment, Sublessee agrees to reimburse Sublessor Five Thousand Dollars ($5,000) for expenses, including attorneys' fees, incurred in connection with this Amendment.

7.    Entire Agreement.This Amendment embodies the entire agreement between Sublessor and Sublessee with respect to its subject matter, and it supersedes any prior agreements, whether written or oral, with respect to its subject matter. There are no agreements or understanding which are not set forth in this Amendment. This Amendment may be modified only by written instrument duly executed by Sublessor and Sublessee.

8.    Sublease UnchangedExcept as expressly modified by this Amendment, all the terms and provisions of the Sublease are and remain in full force and effect and are hereby ratified and affirmed by Sublessor and Sublessee, and Sublessor and Sublessee specifically acknowledge the validity and enforceability thereof. In the case of any inconsistency between the provisions of the Sublease and this Amendment, the provisions of this Amendment shall govern and control.

9.    Miscellaneous.

a.    Duplicate Originals; Counterparts. This Amendment may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect. Additionally, this Amendment may be executed in counterparts, but shall become effective only after each party has executed a counterpart hereof; all said counterparts when taken together, shall constitute the entire single agreement between the undersigned parties.

2

b.    Conditions. This Amendment shall not be effective until and unless this Amendment has been executed by both Sublessor and Sublessee.

e.     No Other Inducements. It is expressly warranted by each of the undersigned parties that no promise or inducement has been offered except as herein set forth and that this Amendment is executed without reliance upon any statement or representation of any person or party released or its representatives concerning the nature and extent of damages, costs and/or legal liability therefore.

3

IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Amendment as of the Effective Date.

Sublessor:
PUGET SOUND ENERGY, INC.,a Washington corporation
/s/ Marla D. Mellies
By:	Marla D. Mellies
Its:	SVP & CAO

STATE OF WASHINGTON              )

                                                             ) ss.

COUNTY OF KING                           )

On this 28th day of June, 2018, before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Maria Melies, to me known to be the officer of Puget Sound Energy, Inc., being the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that shewas authorized to execute said instrument.

IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written.

	/s/ Shohreh Lashgari
	(Signature of Notary)
	/s/ Shohreh Lashgari
	(Print or stamp name of Notary)
	NOTARY PUBLIC in and for the State 2418-1355th PI SW
	of Washington, residing at	Lynwood, WA 98087.
	My Appointment Expires:	3-12-2020.

[Signature pages continue]

[SignaturepagetoFirstAmendmentto Sublease]

IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Amendment as of the Effective Date.

Sublessee:
LIMEADE, INC., a
Washington corporation
/s/ Tobias Davis
By:	Tobias Davis
Its:	VP Finance

[SignaturepagetoFirstAmendmentto Sublease]

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA               )

                                                              ) §

County of Los Angeles                      )

On	June 14, 2018	, before me,	Armine Asaryan notary public
			(inset name and title of the officer)
personally appeared		Tobias Adam Davis
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct
WITNESS my hand and official seal.
/s/Armine Asaryan
Signature of Notary
	(Affix seal here)

[SignaturepagetoFirstAmendmentto Sublease]

EXHIBIT A

LEASE AMENDMENTS

First Amendment to Lease Agreement dated January 16, 2003.

Second Amendment to Lease Agreement dated May I, 2003.

Third Amendment to Lease Agreement dated June 16, 2003.

Fourth Amendment to Lease Agreement dated May 19, 2004.

Fifth Amendment to Lease Agreement dated May 20, 2004.

Sixth Amendment to Lease Agreement dated November 16, 2005.

Seventh Amendment to Lease Agreement dated November 20, 2006.

Eighth Amendment to Lease Agreement dated June 14, 2007.

Ninth Amendment to Lease Agreement dated June 15, 2007.

Tenth Amendment to Lease Agreement dated July 24, 2008.

Eleventh Amendment to Lease Agreement dated December 4, 2008.

Twelfth Amendment to Lease Agreement dated December I0, 2009.

Thirteenth Amendment to Lease Agreement dated December 8, 2010.

Fourteenth Amendment to Lease Agreement dated February 18, 2011.

Fifteenth Amendment to Lease Agreement dated May 8, 2012.

Sixteenth Amendment to Lease Agreement dated June 4, 2013.

Seventeenth Amendment to Lease Agreement dated April 21, 2014.

Eighteenth Amendment to Lease Agreement dated June 30, 2014.

A-1

EX-10.12

Exhibit 10.12

I

March 13, 2019

Mr. David Niu

President

TINYHR

18 West Mercer Street, Suite 100

Seattle, Washington 98119

Dear David:

Please refer to your lease dated August 17, 2017 for your office space in our 18 West Mercer Street Building in Seattle, Washington (the "Lease"). Please consider this an amendment to the Lease ("Lease Amendment") which supplements and amends the Lease as set forth below. Except as expressly set forth in this Lease Amendment, all terms and conditions of the Lease shall apply to the Additional Space (defined below).

PREMISES

Lessee agrees to lease, and Lessor does hereby lease to Lessee, as additional space, 9,409 rentable square footage being the entire 2nd floor of the 18 West Mercer Building as measured in accordance with BOMA Standards, Suite 200 ("Additional Space") per the attached plan. The Premises shall consist of the existing space, 7,402 rentable square footage being the entire 1st floor of the 18 West Mercer Building, Suite 100 ("Existing Space") and the Additional Space. With the addition of the Additional Space, the total square footage of the Premises in Paragraph 1 of your Lease, DESCRIPTION, shall be changed from 7,402 rentable square feet to 16,811 rentable square feet.

LEASE TERM

Your lease for this Additional Space shall commence upon Substantial Completion of tenant improvements, eAdditional Space Commencement Date") and expire July 7, 2023, i.e. coterminous with your Existing Space lease, as extended herein. The Base Year of the Additional Space will be 2019. Subject to delays in City of Seattle permitting and provided Lessor has received this signed Amendment together with Construction Drawings complete with finishes and a carpet that can be delivered on site no later than April 1, 2019, if Substantial Completion has not occurred by November 1, 2019, Lessee may, at Lessee's sole option, terminate this Lease Amendment by delivering written notice to Lessor within thirty (30) days after November 1, 2019.

LEASE EXTENSION

The lease term for lessee's Existing Space is hereby extended by six (6) months, expiring July 7, 2023. The Base Year of the Existing Space shall remain unchanged through lease expiration.

1000 SECONDAVENUE

SUITE 1800

SEATTLE,WASHINGTON 98104-1046

(206) 467-7600

FAX (206) 38&-5296

Mr. David Niu

President

TINYHR

March 13, 2019

Page 2

RENT

Upon commencement of the lease for Additional Space, the base rent for this Additional Space shall be computed at the annual base rental rate per occupied rentable square foot of $27.00 through October 31, 2019, $28.00 from November 1, 2019 to October 31, 2020, $29.00 from November 1, 2020 to October 31, 2021,

$30.00 from November 1, 2021 to October 31, 2022 and $31.00 from November 1, 2022 to July 7, 2023. Rent for the Existing Space shall continue to be computed in accordance with Paragraph 3 of your lease, RENT. Except for computation of rent, all provisions in Paragraph 3 of your Lease, RENT, apply to rent for both Existing Space and Additional Space.

SPACE POCKET

Lessee shall have the option to designate up to 4,704 rentable square feet of the Additional Space as an unoccupied space pocket ("Space Pocket"). No rent or other charges shall be due for this Space Pocket. Provided however, in the event Lessee either exercises its Option to Expand (defined below) or occupies (as set forth in Exhibit A attached to this Lease Amendment) more than 4,705 rentable square feet of the Additional Space, then in that event, the entire Additional Space shall be deemed occupied by Lessee. Rent for any fractional annual occupied rentable square footage shall be the prorated portion of the rent computed on an annual basis at the same rate as Additional Space, including any escalations that have accured. Once the entire Additional Space is deemed occupied, the Space Pocket shall terminate and the area cannot thereafter be re-pocketed. Until the Space Pocket terminates, the numerator in the definition of Proportionate Basis in Paragraph 19 of your Lease, OPERATING SERVICES AND REAL ESTATE TAXES, shall be changed to the number of rentable square feet in the leased Premises (see amended Paragraph 1) less the number of rentable square feet in the Space Pocket.

OPTION TO EXPAND

If Lessee designates a Space Pocket, then throughout the Lease term, Lessee shall have an ongoing option to occupy and use the Space Pocket ("Option to Expand"). Lessee shall exercise this Option to Expand by providing Lessor thirty (30) days prior notice of its intent to occupy the entire Additional Space.

RIGHT OF FIRST REFUSAL

During the Lease term, subject to prior rights, Lessee shall have an ongoing Right of First Refusal for any rentable square footage on the third (3rd) or fourth (4th) floor level of the 18 West Mercer Building ("RFR Premises") which becomes vacant over the course of the Lease term. Upon notice of Lessor's receipt of interest to lease from a third party, Lessee shall have seven (7) business days within which to notify Lessor of its intent to lease the space upon substantially similar terms and conditions except for: i) lease term, which shall be coterminous with Lessee's Lease expiration date and ii) tenant improvement allowance, which shall be on an allowance basis calculated by computing $9 per rentable square foot per year and prorating that cost over the remaining Lease term. However, if Lessee executes its Right of First Refusal on the RFR Premises after the 30thmonth of the original Lease term, the term for lease of the Existing Space and Additional Space shall be extended by three (3) additional years ("RFR Premises Lease Term"). The lease of RFR Premises shall commence upon Substantial Completion of the tenant improvements for the RFR Premises. The rental rate for the RFR Premises shall be based upon substantially similar rental rates set forth in the proposal issued from the third party. However, rental rates for the Existing Space and Additional Space shall remain unchanged for the duration until July 7, 2023. If Lessee executes its Right of First Refusal on the RFR Premises after the 30th month of the original lease, then the rent for the Existing Space and the Additional Space shall be

Mr. David Niu

President

TINYHR

March 13, 2019

Page 3

computed based upon the same rates as the RFR Premises beginning July 8, 2023 for the duration of the Lease term.

DESIGN SERVICES

Lessor shall, at Lessor's expense, using Weaver Architects, provide for all space planning to date plus two (2) revisions, in connection with all work to be done in the Premises in order to prepare the Premises for lessee's effective occupancy. Lessor shall also pay an amount not to exceed $2.00 per usable square foot for Construction Drawings including a Work letter. Any additional architectural fees including additional space planning fees shall be lessee's responsibility. Lessor will furthermore contract with and pay for the design and engineering services pertaining to structural, mechanical, electrical, and fire protection. Lessor shall, at Lessor's expense, furnish to Lessee, for Lessee's approval, all drawings necessary for the preparation of the Premises for use and occupancy.

FINISH WORK/ TURN-KEY IMPROVEMENTS

The space will be finished on a turn-key basis, based upon the drawings dated March 8, 2019 attached with mutually approved revisions, at Lessor's cost, and in accordance with mutually agreed upon working drawings and Lessor's contractor. Lessee shall be responsible for its own project management fees.

The turn-key basis will including (but is not limited to) the following: all permit and inspection costs, all demolition and new partitioning with new building standard finishes, air conditioning, all doors, jambs and relites, including relite at the suite entry, open ceiling where shown, lighting in place including 2x2 LED lights, can lights and pendant lights, kitchen sink, counter, cabinets and dishwasher, additional counters and cabinetry as shown, all locks and hardware, all electrical wiring and outlets, all phone outlets, Levolor blinds on outside glass, cleaned or replaced as needed, VCT as shown, specialty flooring as shown including LVT and finished concrete flooring, carpeted and completely painted throughout, with one (1) primary color and up to two {2) accent colors.

Lessor also agrees at its sole cost to expand the existing restrooms as shown and install one (1) unisex shower.

Notwithstanding the above, Lessor shall not be responsible for the payment, including installation costs, of any of Lessee's built-in furniture, furniture system whip connections, fixtures, additional appliances, additional cabinetry, shelving, white boards or other custom made improvements, except as may be detailed in the Construction Drawings and Work Letter and identified as Lessor's work. Lessor shall not be responsible for installation of telephone and computer equipment nor the wiring of the same.

Lessor guarantees the turn-key improvements against defective workmanship and/or materials for a period of one {1) year from the date of substantial completion of and final completion of all punch list items and Lessor agrees, at its sole cost and expense, to repair or replace any defective item occasioned by poor workmanship and/or materials during said one (1) year period.

PARKING

Lessee shall have the right, but not the obligation, to lease additional parking in the building garage at the ratio of 1.25:1,000 rentable square feet at market rate, plus applicable taxes.

Mr. David Niu

President

TINYHR

March 13, 2019

Page 4

SIGNAGE

Lessor shall, at Lessor's sole cost and expense, provide Lessee with building standard directory signage on the main lobby directory, and any other floor occupied by Lessee.

OPERATING SERVICES

For the Additional Space, beginning in the year 2020, Lessee shall pay its proportionate share of any increases in the Building's operating expenses above a base year of 2019. Lessee's Base Year for its 1stfloor space shall remain unchanged. Annual increases shall not exceed five-percent (5%) on a cumulative basis for controllable expenses. Operating expenses calculations shall be prorated consistently based on a ninety-five percent (95%) occupied building and shall be only be based on the Existing Space and Additional Space less the Space Pocket Premises. Only in the event that Lessee exercises its Option to Expand or otherwise absorbs the Space Pocket that Lessee shall incur pass-throughs based on the entire Additional Space. Lessee shall have the right to audit Lessor's books and records pertaining to operating expenses upon the Lessor's release of its annual statements.

SECURITY DEPOSIT

As consideration for the execution of this Lease Amendment, and upon the full execution thereof, Lessee shall pay to Lessor the sum of $12,165.00 which shall be applied to the last months rent for the Additional Space.

EARLY ACCESS

Lessee will be allowed reasonable access to the Additional Space, thirty (30) days prior to Additional Space Commencement Date, for the purpose of planning, measuring and installing equipment and cabling, provided such access does not interfere with the construction schedule, which use shall not constitute occupancy and shall be rent free.

REAL ESTATE COMMISSION

Lessor and Lessee hereby acknowledge that Jones Lang LaSalle represented Lessee in this transaction. Lessor agrees to pay a real estate commission to Jones Lang LaSalle, equivalent to $1.00 per rentable square foot per year or partial year and $1.00 per rentable square foot for the extended term of Lessee's first floor premises. Provided however no commission will be payable for the Space Pocket square footage unless and until Lessee either exercises its Option to Expand or occupies more than 4,705 rentable square feet of the Additional Space. The commission is payable one-half (1/2) upon full execution of this Amendment and one-half (1/2) upon Additional Space Commencement Date based upon the square footage absorbed. Commission for the Space Pocket square footage is payable in full within thirty (30) days after Lessee commences paying rent on the entire Additional Space. If the commission amount is not paid when due, the commission may be paid by Lessee directly and the amount so paid given to Lessee as a rent credit. Lessor and Lessee represent and warrant to the other that there are no other real estate agents or finders claiming by or through them related to this Lease.

Except as modified above, all other terms and conditions of the Lease shall remain unchanged and shall apply equally to this lease of Additional Space including but not limited to the Assignment per Paragraph 18 and the Option to Renew per Paragraph 43 therein. Please consider this document when fully executed as an amendment to your Lease.

If you are in agreement with the above, please sign below where indicated in the presence of a notary and return all three copies to me for Martin Selig's signature. Upon full execution, I shall return one copy to you for your files.

Mr. David Niu

President

TINYHR

March 13, 2019

Page 5

Thank you, David and Alice, for this lease of additional space. We greatly appreciate your tenancy with us and are pleased to provide you with this expansion space.

Very truly yours,

/s/ Mike Brixner

Mike Brixner

TINYHR0313.19

Attachments

Mr. David Niu

President

TINYHR

March 13, 2019

Page 6

AGREED AND ACCEPTED:

SREH 2014 LLC		TINYHR
	/s/ Martin Selig		/s/ David Niu
By:	David Niu	By:	David Niu
Its:	Manager	Its:	CEO
Dated:	April 17, 2019	Dated:	4/15/2019

STATE OF WASHINGTON

COUNTRY OF KING

On this day 17th day of April, 2019, before me, a Notary Public in and for the State of Washington, personally appeared MARTIN SELIG, to me known to be the Manager, respectively, of SREH 2014 LLC the entity the executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed said entity,for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute said instrument on behalf of the entity.

/s/ Melanie Jobe
Notary Public in and for the State of Washington
Residing at:	Renton
My commission expires:		09-30-21

STATE OF

COUNTY OF

On this 15 day of April 15, 20_, before me, a Notary Public in and for the State of WA, personally appeared David Niu, to me known to be the president, respectively, of TINYHR, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she/they is/are authorized to execute said instrument and that the seal affixed thereto is the corporate seal of said corporation.

IN WITNESS THEREOF, I have hereunto set my hand and affixed by official seal, the day and year first above written.

/s/ Cynthia Prather
Notary Public in and for the State of WA
Residing at:	Seattle WA
My commission expires:		08-31-22

EX-21.1

Exhibit 21.1

Subsidiaries of Limeade Inc.

Name	Jurisdiction
TINYhr LLC	Delaware, U.S.