Exhibit 10.7


 


Purple Innovation, Inc.


 


2017 EQUITY INCENTIVE PLAN


 


Option Grant Agreement


 


This Option Grant Agreement evidences the
grant of a Nonqualified Stock Option (the “Grant”), pursuant to the provisions of the Purple Innovation, Inc. 2017
Equity Incentive Plan (the “Plan”) to the individual whose name appears below (the “Participant”), covering
the specific number of shares of stock set forth below, pursuant to the provisions of the Plan and on the following express terms
and conditions (capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Plan):


 


		1.	Name of Participant:
John Legg


 


		2.	Grant. The option
to purchase 250,000 Common Shares of Purple Innovation, Inc. (the “Company”). The grant date of the Grant is February
21, 2019 (the “Grant Date”).


 


		3.	Exercise Price per Share. The
exercise price of the Grant shall be the greater of (i) the closing price of the Company’s Common Shares on the Grant Date
or (ii) the trailing thirty (30) day volume weighted average price of the Company’s Common Shares determined as of the Grant
Date.


 


		4.	Vesting and Exercisability: The
Grant shall be subject to four-year monthly vesting following an initial 25% “cliff”; the date of the 25% “cliff”
is the first anniversary date of the Grant Date. Vesting of the remaining 75% will occur on the first day of each calendar
month thereafter. “Cliff” means herein that no vesting will occur until the date when the first 25% vests
and the remaining 75% begins to vest monthly.


 


		5.	Change in Control:
Notwithstanding the foregoing, upon a Change in Control, the options issued under the Grant that are then outstanding shall vest
as provided in the Plan.


 


		6.	Clawback: The Grant is subject to any Company clawback
policy as may be adopted or amended from time to time.


         




		7.	Exercise: With respect to the Grant, the Exercise
Price shall be payable, at the Participant’s election (A) in cash; (B) if there is a public market for the Common Shares
at the time of exercise, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered
a copy of irrevocable instructions to a stockbroker to sell the Common Shares otherwise deliverable upon the exercise of the option
and to deliver promptly to the Company an amount equal to the Exercise Price or (C) by a “net exercise” method whereby
the Company withholds from the delivery of the Common Shares for which such option was exercised that number of Common Shares
having a Fair Market Value equal to the aggregate Exercise Price for the Common Shares for which such option was exercised. Any
fractional Common Shares shall be settled in cash.


        


 


		8.	Expiration/Termination
of Option: This option shall have a term of five years. For the avoidance of doubt, to the extent not expired, terminated
or cancelled earlier in accordance with the terms of Plan, the Grant shall expire on February 21, 2024. The provisions
of Section 7 of the Plan regarding death, Disability, Retirement and termination of employment (with and without Cause) shall
apply.


 


The Participant hereby acknowledges receipt
of a copy of the Plan as presently in effect. The text and all of the terms and provisions of the Plan are incorporated herein
by reference, and this option is subject to these terms and provisions in all respects. At any time when the Participant wishes
to exercise this option, in whole or in part, the Participant shall submit to the Company a written notice of exercise, specifying
the exercise date and the number of Common Shares to be exercised. Upon exercise, the Participant shall remit to the Company the
exercise price in cash or in such other form as permitted under the Plan, plus an amount sufficient to satisfy the required withholding
tax obligation of the Company, if any, that arises in connection with such exercise.


Purple Innovation, Inc.


 


	By:	/s/ Joseph B. Megibow	 	February 21, 2019	 
	 	
        Joseph B. Megibow

        CEO
	 	Dated	 
	 	 	 	 	 
	Agreed to and Accepted by:	 
	 	 	 	 	 
	/s/ John Legg	 	February 21, 2019	 
	John Legg	 	Dated