Extract to table

We do not identify any Plan compliance issues with respect to the proposed stock option award, subject to the following caveats: (a) the exercise price must be set at no less than FMV as of the grant date, which requires an updated 409A valuation; (b) the Compensation Committee must formally approve the award and its terms; and (c) the applicable consent requirements under the Stockholders' Agreement must be satisfied

We further recommend that the award agreements include a provision stating that, in the event of any conflict between the Change in Control definition in the award agreement and the Change in Control definition in the Plan, the award agreement definition shall control

The settlement timing provisions in the RSU Award Agreement must be carefully drafted to comply with these requirements

We recommend that both the Stock Option Award Agreement and the RSU Award Agreement include standard Section 409A savings language providing, among other things, that (a) the award is intended to comply with or be exempt from Section 409A, (b) the award agreement shall be interpreted in a manner consistent with such intent, and (c) any payments that are subject to Section 409A shall not commence until a permissible payment event has occurred

3 of the Stockholders' Agreement provides that the Company shall not issue, sell, or grant any equity securities, or any rights, options, or warrants to acquire equity securities, representing in the aggregate more than 1

5 of the Stockholders' Agreement provides that the compensation (including equity compensation) of the Company's Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer shall be subject to the approval of the Compensation Committee and the Board, with the concurrence of Ridgeline's designated Board representative(s)