EX-10.8




 Exhibit 10.8 

Enjoy Technology, Inc. 
 October 20,
2021 
 Jonathan Mariner 
  

	Re:	 Employment Terms 



Dear Jonathan: 
 On behalf of Enjoy Technology, Inc. (the
“Company”), I am pleased to offer you continued employment at the Company on the terms set forth in this offer letter agreement (the “Agreement”). As discussed, the terms of this Agreement govern with respect to
your employment, and will be effective as of October 15, 2021 (the “Effective Date”). 
 1. Employment by the Company. 

(a) Position. You will continue to serve as the Company’s Chief Administrative and People Officer. During the term of your
employment with the Company, you will devote your best efforts and substantially all of your business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities
permitted by the Company’s general employment policies. 
 (b) Duties and Location. You will perform those duties and
responsibilities as are customary for the position of Chief Administrative and People Officer and as may be directed by the Company’s Chief Executive Officer, to whom you will report. You will primarily work remotely from your home office in
Port St. Lucie, Florida. Notwithstanding the foregoing, the Company reserves the right to reasonably require you to perform your duties at places other than your primary home office location from time to time, and to require reasonable business
travel. The Company may modify your job title and duties as it deems necessary and appropriate in light of the Company’s needs and interests from time to time. 

2. Base Salary and Employee Benefits. 

(a) Salary. You will be paid a base salary at the rate of $600,000 per year, less applicable payroll deductions and withholdings.
Your base salary will be paid on the Company’s ordinary payroll cycle. As an exempt salaried employee, you will be required to work the Company’s normal business hours, and such additional time as appropriate for your work assignments and
position, and you will not be entitled to overtime compensation. 
 (b) Bonus. Should the Company adopt a written bonus plan
applicable to executives of the Company, you will be eligible to participate in such bonus plan pursuant to its terms. 
 (c)
Housing Allowance. While you remain an employee of the Company, the Company will provide you with a monthly housing stipend of $5,000, less applicable payroll deductions and withholdings, in accordance with the Company’s standard
policies. The monthly housing stipend will be split evenly per pay period such that you receive a gross amount of $5,000 each month. 

(d) Employee Benefits. As a regular full-time employee, you will continue to be eligible to participate in the Company’s
standard employee benefits offered to executive level employees, as in effect from time to time and subject to the terms and conditions of the benefit plans and applicable Company policies. A full description of these benefits is available upon
request. The Company may change your compensation and benefits from time to time in its discretion. 
  












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 3. Expenses. The Company will reimburse you for reasonable travel, entertainment or other
expenses incurred by you in furtherance of or in connection with the performance of your duties hereunder, in accordance with the Company’s expense reimbursement policies and practices as in effect from time to time. In addition, the Company
will reimburse you for business class air travel for business-related flights that are four hours or longer. The Company will reimburse you for the costs and expenses for regular business trips to the Company’s Palo Alto headquarters office as
deemed appropriate for the performance of your responsibilities and in accordance with the Company’s expense reimbursement policies and practices as in effect from time to time. 

4. Equity Awards. You previously were granted certain equity awards pursuant to the Company’s 2014 Equity Incentive Plan
(the “2014 Plan”), your grant notice and award agreement. Your equity awards will continue to be governed by the 2014 Plan and applicable grant documents. Upon the closing of a Change in Control, as defined in the 2014 Plan,
all options and RSUs held by you that were granted under the 2014 Plan shall immediately accelerate and vest in full upon the closing of such Change in Control. In addition, it has been recommended by the Board of Directors of Enjoy Technology Inc.
(i.e., the private company) that the Board of Directors of the public company that survives the Business Combination (as defined below) (the “PubCo” and, such public company board, the “Board”) grant you an award of
RSUs under the PubCo Equity Incentive Plan with a dollar value of $4,084,670 (the “PubCo Grant”). The PubCo Grant will vest incrementally over the course of four (4) years and is subject to completion of the Business
Combination. It is anticipated that the dollar value of the PubCo Grant will be converted into a number of shares by dividing the dollar amount above by the 30 trading day trailing volume weighted
average price of the PubCo’s common stock on the Nasdaq stock market as of the date of grant, rounding down to the nearest whole share. The PubCo Grant will receive similar vesting acceleration in connection with a Change in Control as
described above in this paragraph with respect to options and RSUs granted under the 2014 Plan. Notwithstanding the foregoing, the final terms of the PubCo Grant are subject to the discretion of the Board. 

5. Compliance with Confidentiality Information Agreement and Company Policies. As a condition of continued employment, you agree to sign and
comply with the Company’s Employee Confidential Information and Inventions Assignment Agreement (the “Confidentiality Agreement”), attached hereto as Exhibit A. In addition, you are required to abide by the
Company’s policies and procedures, as adopted or modified from time to time within the Company’s discretion, and acknowledge in writing that you have read and will comply with such policies and procedures (and provide additional such
acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or
practices, this Agreement shall control. 
 6. Protection of Third Party Information. By signing this Agreement, you are representing that you
have full authority to accept this position and perform the duties of the position without conflict with any other obligations and that you are not involved in any situation that might create, or appear to create, a conflict of interest with respect
to your loyalty to or duties for the Company. You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance of your duties to the Company. In addition, you agree not to bring to the
Company or use in the performance of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the public, unless you have obtained express written authorization from the former employer
for their possession and use. You also agree to honor all obligations to former employers during your employment with the Company. 
 7. At-Will Employment Relationship. Your employment relationship with the Company is at will. Accordingly, you may terminate your employment with the Company at any time and for any reason whatsoever simply by
notifying the Company; and the Company may terminate your employment at any time, with or without Cause or advance notice. 












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 8. Severance in the Event of Qualifying Termination. If, at any time, the Company terminates
your employment without Cause (other than as a result of your death or disability) or you resign for Good Reason (either such termination referred to as a “Qualifying Termination”), provided such termination or resignation
constitutes a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”),
then subject to Sections 9 (“Clawback and Recovery”), 11 (“Conditions to Receipt of Severance Benefits and Accelerated Vesting”) and 12 (“Return of Company Property”) below and your continued compliance with the terms
of this Agreement (including without limitation the Confidentiality Agreement) (collectively, the “Conditions”), the Company will provide you with the following severance benefits (the “Severance Benefits”): 

(a) Cash Severance. The Company will pay you, as cash severance, twelve (12) months of your base salary in effect as of your
Separation from Service date, less standard payroll deductions and tax withholdings (the “Severance”). The Severance will be paid in installments in the form of continuation of your base salary payments, paid on the Company’s
ordinary payroll dates, commencing on the Company’s first regular payroll date that is more than sixty (60) days following your Separation from Service date, and shall be for any accrued base salary for the sixty (60)-day period plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if
any, shall be made on the Company’s regular payroll dates. 
 (b) COBRA Severance. The Company will continue to pay the
cost of your health care coverage in effect at the time of your Separation from Service for a maximum of twelve (12) months, either by reimbursing you for or paying directly (at the Company’s discretion) your COBRA premiums to continue
such coverage (the “COBRA Severance”). The Company’s obligation to pay the COBRA Severance on your behalf will cease if you obtain health care coverage from another source (e.g., a new employer or spouse’s benefit plan),
unless otherwise prohibited by applicable law. You must notify the Company within two (2) weeks if you obtain coverage from a new source. This payment of COBRA Severance by the Company would not expand or extend the maximum period of COBRA
coverage to which you would otherwise be entitled under applicable law. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA Severance without potentially violating applicable law
(including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to
continue your group health coverage in effect on the date of your termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you
elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other coverage or (y) the last day of the twelfth (12th) calendar month following
your Separation from Service date. 
 (c) Equity Acceleration. Subject to the closing of the Business Combination, or an
initial public offering or a direct listing of any class of common stock of the Company prior to your Qualifying Termination, the Company shall accelerate the vesting of any then-unvested options and RSUs granted under the 2014 Plan such that
one hundred percent (100%) of such options and RSUs shall be deemed vested and the options shall be exercisable as of your Separation from Service date (the “Accelerated Vesting”). 

(d) Separate Severance Plan. In the event the Company adopts a formal Severance Plan for which you are eligible to participate,
you will be eligible to participate in such formal Severance Plan if the severance benefits offered under such Severance Plan are more favorable to you than the Severance Benefits provided pursuant to this Agreement. For the avoidance of doubt, in
the event the severance benefits under a formal Severance Plan for which you are eligible to participate are more beneficial to you than the Severance Benefits provided herein, you will not be eligible for the Severance Benefits set forth herein and
will only be eligible for severance benefits pursuant to the formal Severance Plan. 












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 9. Clawback and Recovery. Any and all Severance Benefits and Accelerated Vesting provided under
this Agreement will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are
listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Board may impose such other clawback, recovery or recoupment provisions as the Board determines necessary
or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of common stock of the Company or other cash or property upon the occurrence of a termination of employment for Cause. 

10. Resignation Without Good Reason; Termination for Cause; Death or Disability. If, at any time, you resign your employment without Good Reason,
or the Company terminates your employment for Cause, or if either party terminates your employment as a result of your death or Disability, you will receive your base salary accrued through your last day of employment, as well as any unused vacation
(if applicable) accrued through your last day of employment. You will not be entitled to any other form of compensation from the Company, including any Severance Benefits or Accelerated Vesting, other than your rights to the vested portion of your
Company stock options and any other rights to which you are entitled under the Company’s benefit programs. 
 11. Conditions to Receipt of
Severance Benefits and Accelerated Vesting. Prior to and as a condition to your receipt of the Severance Benefits or Accelerated Vesting, you shall execute and deliver to the Company an effective release of claims in favor of and in a form
acceptable to the Company (the “Release”) within the timeframe set forth therein, but not later than forty-five (45) days following your Separation from Service date, and allow the Release to become effective according to its
terms (by not invoking any legal right to revoke it) within any applicable time period set forth therein (such latest permitted effective date, the “Release Deadline”). 

12. Return of Company Property. Upon the termination of your employment for any reason, as a precondition to your receipt of the Severance
Benefits or Accelerated Vesting (if applicable), within five (5) business days after your Separation from Service Date (or earlier if requested by the Company), you must return to the Company all Company documents (and all copies thereof) and
other Company property in your possession, custody or control, including, but not limited to, Company files, notes, financial and operational information, password and account information, customer lists and contact information, prospect
information, product and services information, research and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, spreadsheets, studies, analyses, compilations of data,
proposals, agreements, sales and marketing information, personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines,
mobile telephones, tablets, handheld devices, and servers), credit cards, entry cards, identification badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company, and all
reproductions thereof in whole or in part and in any medium. You further agree that you will make a diligent search to locate any such documents, property and information and return them to the Company within the timeframe provided above. You also
must provide the Company all passwords, log-ins, administrative access, and any other information or access for and relating to any Company computer or other device that you have used to access or use the
Company’s network, as well as any Company database or Company accounts with third parties which you established, administered, or to which you had access, and must terminate your access to such network and accounts and otherwise comply with any
Company requests regarding all such access and accounts. In addition, if you have used any personal computer, server, or email system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of
the Company, then within five (5) business days after your Separation from Service date (or earlier if requested by the Company) you must provide the Company with a computer-useable copy of such information and permanently delete and expunge
such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion is
done. If requested, you shall deliver to the Company a signed statement certifying compliance with this Section prior to the receipt of the Severance Benefits or Accelerated Vesting. 












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 13. Outside Activities. Throughout your employment with the Company, you may engage in civic
and not-for-profit activities so long as such activities do not interfere with the performance of your duties hereunder or present a conflict of interest with the
Company. During your employment by the Company, except on behalf of the Company, you will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or
consultant of any other person, corporation, firm, partnership or other entity whatsoever known by you to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world, in any line of business engaged in
(or planned to be engaged in) by the Company; provided, however, that you may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such
enterprise) if such securities are listed on any national or regional securities exchange. 
 14. Definitions. For purposes of this Agreement,
the following terms shall have the following meanings: 
 “Business Combination” means the transactions contemplated by the Agreement and
Plan of Merger by and among Marquee Raine Acquisition Corp., MRAC Merger Sub Corp., and Enjoy Technology Inc., dated as of April 28, 2021. 

“Cause” for termination will mean your: “Cause” shall mean: (i) your willful failure to perform your assigned duties or
responsibilities (other than a failure resulting from your Disability) or willful violation of a material Company policy, as determined by the Board in good faith; (ii) your engaging in any act of dishonesty, fraud or misrepresentation in
connection with your responsibilities as a Service Provider and that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (iii) a material and willful violation by you of
a federal or state law or regulation applicable to the business of the Company which is injurious to the Company; (iv) your willful and material breach of any confidentiality agreement or invention assignment agreement between you and the
Company (or any affiliate of the Company); or (v) your being convicted of, or entering a plea of nolo contendere to, any felony or crime involving moral turpitude. The Company will not terminate you for Cause without first providing you with
written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and a reasonable cure period of not less than ten (10) business days following such notice to the extent the act or omission is
curable. No act or failure to act by you will be considered “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the Company’s best interest. 

You shall have “Good Reason” for resigning from employment with the Company if any of the following actions are taken by the Company without
your prior written consent: (i) a material reduction in your duties or responsibilities without your consent, provided that neither a change in title, nor a change in your reporting relationships by virtue of the Company being acquired or made
part of a larger entity (as, for example, where the Company becomes a subsidiary or operating unit of the acquiring or surviving entity following a Change in Control) will be deemed a “material reduction” in and of itself unless your new
position, duties and responsibilities are materially reduced from such prior duties and responsibilities; (ii) a material reduction in your base salary, unless such reduction is made in connection with a similar action affecting all senior
executives; or (iii) a relocation of your principal place of employment to a place that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment
immediately prior to such relocation. In order to resign for Good Reason, you must provide written notice to the board of directors of the Company within 90 days after the first occurrence of the event giving rise to Good Reason setting forth the
basis for your resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, you must resign from all positions you then hold with the Company
not later than 30 days after the expiration of the cure period. 












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 “Change of Control” shall have the meaning set forth in the Company’s then current
equity incentive plan, unless otherwise specified herein. 
 “Disability” shall have the meaning set forth in the Company’s then
current equity incentive plan. 
 15. Compliance with Section 409A. It is intended that the Severance Benefits and
Accelerated Vesting set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) (Section 409A,
together with any state law of similar effect, “Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and
1.409A-1(b)(9). For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations 1.409A-2(b)(2)(iii)), your right to receive any
installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be
considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that the Severance or Accelerated Vesting constitute
“deferred compensation” under Section 409A and you are, on the date of your Separation from Service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in
Section 409A(a)(2)(B)(i) of the Code (a “Specified Employee”), then, solely to the extent necessary to avoid the incurrence of adverse personal tax consequences under Section 409A, the timing of the Severance Benefits and
Accelerated Vesting shall be delayed until the earliest of: (i) the date that is six (6) months and one (1) day after your Separation from Service date, (ii) the date of your death, or (iii) such earlier date as permitted
under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments or benefits deferred pursuant to this Section shall
be paid in a lump sum or provided in full by the Company (or the successor entity thereto, as applicable), and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred. If the
Severance Benefits and Accelerated Vesting benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which you have a
Separation from Service, the Release will not be deemed effective any earlier than the Release Deadline. The Severance Benefits and Accelerated Vesting benefits are intended to qualify for an exemption from application of Section 409A or comply
with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly. Notwithstanding anything to the contrary herein, to the extent required to
comply with Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless
such termination is also a “separation from service” within the meaning of Section 409A. With respect to reimbursements or in-kind benefits provided to you hereunder (or otherwise) that are
not exempt from Section 409A, the following rules shall apply: (i) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any one of your taxable years shall not
affect the expenses eligible for reimbursement, or in-kind benefit to be provided in any other taxable year, (ii) in the case of any reimbursements of eligible expenses, reimbursement shall be made on or
before the last day of your taxable year following the taxable year in which the expense was incurred, (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit. 












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 16. Section 280G; Parachute Payments. 

(a) If any payment or benefit you will or may receive from the Company or otherwise (a “280G Payment”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then any such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no
portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking
into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis,
of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to
clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic
benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). 
 (b) Notwithstanding any
provision of subsection (a) above to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to
taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority,
the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future
events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of
Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A. 

(c) Unless you and the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the Company for
general tax compliance purposes as of the day prior to the effective date of the of in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the
individual, entity or group effecting the change in control transaction, the Company shall appoint a nationally recognized accounting or law firm to make the determinations required by this Section 16 (“Section 280G; Parachute
Payments”). The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged
to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably
likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. 
 (d) If you
receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 16(a) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you agree to
promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of Section 16(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the
Reduced Amount was determined pursuant to clause (y) of Section 16(a), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. 












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 17. Dispute Resolution. To ensure the rapid and economical resolution of disputes that may
arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, including but not limited to statutory claims, arising from or relating to the
enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment, shall be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §
1-16, to the fullest extent permitted by law, by final, binding and confidential arbitration conducted by JAMS, Inc. or its successor (“JAMS”), under JAMS’ then applicable rules
and procedures for employment disputes before a single arbitrator (available upon request and also currently available at http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by agreeing to this arbitration
procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this section, whether by you or the
Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity.
The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to
violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. This paragraph shall not apply to any action or claim that cannot be
subject to mandatory arbitration as a matter of law, including, without limitation, claims brought pursuant to the California Private Attorneys General Act of 2004, as amended, the California Fair Employment and Housing Act, as amended, and the
California Labor Code, as amended, to the extent such claims are not permitted by applicable law to be submitted to mandatory arbitration and such applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid (collectively,
the “Excluded Claims”). In the event you intend to bring multiple claims, including one of the Excluded Claims listed above, the Excluded Claims may be publicly filed with a court, while any other claims will remain subject
to mandatory arbitration. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural
questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief
as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s
essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of
the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent
irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 

18. Miscellaneous. This offer is contingent upon a satisfactory reference check and satisfactory proof of your right to work in the United
States. If the Company informs you that you are required to complete a background check or drug test, this offer is contingent upon satisfactory clearance of such background check and/or drug test. You agree to assist as needed and to complete any
documentation at the Company’s request to meet these conditions. 
 You acknowledge and agree that upon your execution of this letter agreement, you
will no longer be eligible for, nor entitled to, any compensation or benefits (including without limitation, any severance or change in control benefits) under any prior employment terms, offer letter or employment agreement you may have entered
into or discussed with the Company. This Agreement, together with your Confidentiality Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by
anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s or the Board’s discretion in this Agreement, require a written













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modification approved by the Company and signed by a duly authorized officer of the Company (other than you). This Agreement will bind the heirs, personal representatives, successors and assigns
of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall
not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This Agreement shall be
construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this
Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This Agreement may be delivered and executed via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and shall be deemed to have been duly and validly delivered and executed and be valid and
effective for all purposes. 
 Please sign and date this Agreement and the enclosed Confidentiality Agreement and return them to me on or before
October 21, 2021 if you wish to accept employment at the Company under the terms described above. The offer of employment herein will expire if I do not receive this signed letter by that date. I would be happy to discuss any questions that you
may have about these terms. 
 We are delighted to be making this offer and the Company looks forward to your favorable reply and to a productive and
enjoyable work relationship. 
  

					
	Sincerely,	 		  	
			
	 /s/ Ron Johnson
	 		  	
	Ron Johnson, Chief Executive Officer	 		  	
			
	Reviewed, Understood, and Accepted:	 		  	
	 /s/ Jonathan Mariner
	 		  	 10/20/21

		 		  	Date

 Exhibit A: Confidentiality Agreement 
  

October 21, 2021 











 EXHIBIT A 

CONFIDENTIALITY AGREEMENT 

  
 A-1