EX-10.1



 Exhibit 10.1 

LCSI HOLDING, INC. 
 2008
STOCK OPTION AND GRANT PLAN 
 SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS 

The name of the plan is the LCSI Holding, Inc. 2008 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage
and enable the officers, employees, directors and other key persons (including prospective employees, but conditioned on their employment, and consultants) of LCSI Holding, Inc., a Delaware corporation (including any successor entity, the
“Company”) and any Subsidiary, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company. It is anticipated that providing such
persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with the Company. 
 The following terms shall be defined as set forth below: 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder. 

“Award” or “Awards,” except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units or any combination of the foregoing. 

“Award Agreement” means a written or electronic agreement setting forth the terms and provisions applicable to an Award
granted under the Plan. Each Award Agreement may contain terms and conditions in addition to those set forth in the Plan; provided, however, that except to the extent explicitly provided to the contrary, in the event of any conflict in the
terms of the Plan and the Award Agreement, the terms of the Plan shall govern. 
 “Board” means the Board of Directors of
the Company. 
 “Cause” shall have the meaning as set forth in the Award Agreement(s). In the case that any Award Agreement
does not contain a definition of “Cause,” it shall have the meaning as determined in good faith by the Board. 
 “Chief
Executive Officer” means the Chief Executive Officer of the Company or, if there is no Chief Executive Officer, then the President of the Company. 

“Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and
interpretations. 
 “Committee” means the Committee referred to in Section 2. 

  








 “Deferral Period” means, with respect to a Restricted Stock Unit, the period of
time between the date of grant of such Restricted Stock Unit and the date on which such Restricted Stock Unit is due to be settled in accordance with its terms. 

“Effective Date” means the date on which the Plan is approved by stockholders as set forth on the final page of the Plan.

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

“Fair Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith by the
Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Stock is admitted to quotation on a national securities exchange, the determination shall be made by reference
to market quotations. If the date for which Fair Market Value is determined is the first day when trading prices for the Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the Public” (or
equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering. 

“Incentive Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined
in Section 422 of the Code. 
 “Initial Public Offering” means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective registration statement under the Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Stock shall be publicly held. 

“NASDAQ” means the NASDAQ Stock Market LLC. 

“Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. 

“Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.

 “Restricted Stock Award” means an Award granted pursuant to Section 7 entitling the recipient to acquire, at such
purchase price (which may be zero) as determined by the Committee, shares of Stock subject to such restrictions and conditions as the Committee may determine at the time of grant, which purchase price shall be payable in cash or other form of
consideration acceptable to the Committee. 
 “Restricted Stock Unit” means an Award of phantom stock units to a grantee,
which may be settled in cash or stock as determined by the Committee, pursuant to Section 9. 
 “Sale Event” shall mean and
include any of the following: (a) consummation of a merger or consolidation of the Company with or into any other corporation or other entity in which holders of the Company’s voting securities immediately prior to such merger or
consolidation will not, directly or indirectly, continue to hold at least a majority of the outstanding voting 

  
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securities of the Company; (b) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company’s and its
Subsidiaries’ assets on a consolidated basis to an unrelated person or entity; (c) the acquisition by any person or any group of persons, acting together in any transaction or related series of transactions, of such quantity of the
Company’s voting securities as causes such person, or group of persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or related series of transactions, 50 percent or more of the combined voting
power of the voting securities of the Company other than as a result of (i) an acquisition of securities directly from the Company or (ii) an acquisition of securities by the Company which, by reducing the voting securities outstanding,
increases the proportionate voting power represented by the voting securities owned by any such person or group of persons to 50 percent or more of the combined voting power of such voting securities; or (d) the liquidation or dissolution of
the Company. 
 “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated
thereunder. 
 “Stock” means the Common Stock, par value $0.01 per share, of the Company, subject to adjustments pursuant
to Section 3. 
 “Stock Appreciation Right” means an Award entitling the recipient to receive shares of Stock having a
value equal to the excess of the Fair Market Value of the Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock Appreciation Right shall have
been exercised. 
 “Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at
least a 50 percent interest, either directly or indirectly. 
 “Ten Percent Owner” means an employee who owns or is deemed
to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent of the Company or any Subsidiary. 

“Unrestricted Stock Award” means an Award of shares of Stock, free of any vesting restrictions, granted pursuant to Section
8. 
 SECTION 2. ADMINISTRATION OF PLAN; COMMITTEE AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS 

(a) Administration of Plan. The Plan shall be administered by the Board, or at the discretion of the Board, by a committee of the Board,
comprised, except as contemplated by Section 2(c), of not less than two Directors. All references herein to the “Committee” shall be deemed to refer to the group then responsible for administration of the Plan at the relevant time
(i.e., either the Board of Directors or a committee or committees of the Board, as applicable). 
 (b) Powers of Committee. The
Committee shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: 
 (i)
to select the individuals to whom Awards may from time to time be granted; 

  
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 (ii) to determine the time or times of grant, and the amount, if any, of Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Unrestricted Stock Awards, Restricted Stock Units, or any combination of the foregoing, granted to any one or more grantees;

 (iii) to determine the number of shares of Stock to be covered by any Award and, subject to the provisions of
Section 5(a)(i) below, the price, exercise price, conversion ratio or other price relating thereto; 
 (iv) to determine and, subject
to Section 13, to modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve
the form of written instruments evidencing the Awards; 
 (v) to accelerate at any time the exercisability or vesting of all or any portion
of any Award; 
 (vi) to impose any limitations on Awards granted under the Plan, including limitations on transfers, repurchase provisions
and the like, and to exercise repurchase rights or obligations; 
 (vii) subject to any restrictions applicable to Incentive Stock Options,
to extend at any time the period in which Stock Options may be exercised; and 
 (viii) at any time to adopt, alter and repeal such rules,
guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all
determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. 

All decisions and interpretations of the Committee shall be binding on all persons, including the Company and Plan grantees. 

(c) Delegation of Authority to Grant Options. Subject to applicable law, the Committee, in its discretion, may delegate to the Chief
Executive Officer of the Company the power to designate officers or employees to be recipients of Options, and to determine the number of such Options to be received by such officers or employees; provided, however, that the resolution
so authorizing the Chief Executive Officer shall specify the total number of Options the Chief Executive Officer may so award and may not delegate to the Chief Executive Officer the authority to set the strike price or the vesting terms of such
Options. Any such delegation by the Committee shall also provide that the Chief Executive Officer may not grant awards to himself or herself (or other members of senior management) without the approval of the Committee. The Committee may revoke or
amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee’s delegate or delegates that were consistent with the terms of the Plan. 

  
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 (d) Award Agreement. Awards under the Plan shall be evidenced by Award Agreements that set
forth the terms, conditions and limitations for each Award and may include, without limitation, the term of an Award, the provisions applicable in the event employment or service terminates, and the Company’s authority to unilaterally or
bilaterally amend, modify, suspend, cancel or rescind an Award. 
 (e) Indemnification. Neither the Board nor the Committee, nor any
member of either or any delegate thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and the Committee (and any delegate thereof)
shall be entitled in all cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under the Company’s governing documents, including its articles or bylaws, or any directors’ and officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification
agreement between such individual and the Company. 
 (f) Foreign Award Recipients. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the Company and any Subsidiary operate or have employees or other individuals eligible for Awards, the Committee, in its sole discretion, shall have the power and authority to:
(i) determine which Subsidiaries, if any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Award
granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish subplans and modify exercise procedures and other terms and procedures, to the extent the Committee determines such actions to be necessary
or advisable (and such subplans and/or modifications shall be attached to the Plan as appendices); provided, however, that no such subplans and/or modifications shall increase the share limitation contained in Section 3(a) hereof;
and (v) take any action, before or after an Award 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 Awards shall be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

 (g) Deferral Arrangement. The Committee may establish rules and procedures, consistent with Section 409A, setting forth the
circumstances under which the distribution or the receipt of Stock and other amounts payable with respect to an Award may be deferred either automatically or at the election of the grantee and whether and to what extent the Company may pay or credit
amounts constituting interest (at rates determined by the Committee) or dividends or deemed dividends on such deferrals. 
 SECTION 3. STOCK ISSUABLE
UNDER THE PLAN; MERGERS AND OTHER TRANSACTIONS; SUBSTITUTION 
 (a) Stock Issuable. The maximum number of shares of Stock reserved
and available for issuance under the Plan shall be 2,667.48556 shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the shares of Stock underlying any Awards that are


  
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forfeited, canceled, withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without
the issuance of Stock or otherwise terminated (other than by exercise), in each case shall be added back to the shares of Stock available for issuance under the Plan. In addition, upon exercise of Stock Appreciation Rights, the gross number of
shares exercised shall be deducted from the total number of shares remaining available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award.
The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. 

(b) Changes in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of
the Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, or
sale of all or substantially all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company or any successor entity (or a parent or subsidiary thereof), the Committee shall make an
appropriate and equitable or proportionate adjustment in (i) the maximum number of shares reserved for issuance under the Plan, (ii) the number and kind of shares or other securities subject to any then outstanding Awards under the Plan,
(iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock Award, and (iv) the price for each share subject to any then outstanding Stock Options and Stock Appreciation Right under the Plan, without changing
the aggregate exercise price (i.e., the exercise price multiplied by the number of Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable. The adjustment by the Committee shall be
final, binding and conclusive. No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Committee in its discretion may make a cash payment in lieu of fractional shares. 

(c) Sale Events. 
 (i)
Upon consummation of a Sale Event, the Plan and all outstanding Awards granted hereunder shall terminate (other than any rights in favor of the Company to repurchase any Stock underlying any Award), unless provision is made in connection with the
Sale Event in the sole discretion of the parties to the Sale Event for the assumption or continuation by the successor entity of Awards theretofore granted (an “Assumed Award”), or the substitution of such Awards with new awards of the
successor entity or parent thereof (a “Substituted Award”), with an equitable or proportionate adjustment as to the number and kind of shares and, if appropriate, the per share exercise prices, as such parties shall agree (after taking
into account any acceleration hereunder). In connection with any Sale Event in which all of the consideration is cash, the parties to any such Sale Event may also provide that some or all outstanding Awards that would otherwise not be fully vested
and exercisable in full after giving effect to the Sale Event will be converted (a “Converted Award”) into the right to receive the consideration payable to holders of Stock in the Sale Event (net of the applicable exercise price), subject
to any remaining vesting provisions relating to such Awards and the other terms and conditions of the 

  
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Sale Event (such as indemnification obligations and purchase price adjustments) to the extent provided by the parties and the further provisions set forth in paragraph (iii) below regarding
the effect on Converted Awards of termination of employment following a Sale Event and the provisions set forth in (iv) below regarding payments in respect of Converted Awards. 

(ii) In the event the Plan and all outstanding Awards terminate in connection with a Sale Event, each grantee shall be permitted, within a
specified period of time prior to the consummation of the Sale Event as determined by the Committee, to exercise all outstanding Options and Stock Appreciation Rights held by such grantee that are then exercisable; provided, however,
that the exercise of Options and Stock Appreciation Rights not exercisable prior to the Sale Event shall be subject to the consummation of the Sale Event. 

(iii) (A) In connection with any Sale Event in which the parties have provided for any Converted Awards, the parties thereto
may establish an escrow account (the “Award Escrow”) to satisfy the payment obligation with respect to the Converted Awards. In such event, the Company shall arrange for the acquirer in any such Sale Event to deposit into the Award Escrow
an amount of consideration sufficient to pay to the holders of unexercised Converted Awards the consideration such holders would have received in the Sale Event (net of the applicable exercise price) had such Converted Awards been exercisable at the
time of consummation of the Sale Event and such Award Escrow shall be used exclusively to satisfy obligations with respect to the Converted Awards. The Award Escrow shall remain in place beginning on the closing date of the applicable Sale Event and
ending on the date which is the earlier of (i) the last vesting date on which any holder is subject to any remaining vesting provisions relating to a Converted Award, or (ii) the date on which the employment or service relationship of all
holders of Converted Awards with the Company and its subsidiaries or successor entity is terminated (the “Award Escrow Expiration Date”). 

(B) If and to the extent any Converted Awards vest in accordance with the applicable vesting schedule, the consideration
relating to such vested Converted Awards shall promptly be paid to the holder thereof from the Award Escrow. 
 (C) In the
event the employment of any holder of a Converted Award is terminated upon such holder’s death or disability (as such terms are defined in Section 22(e) of the Code), the consideration relating to such Converted Award shall promptly be
paid to such holder from the Award Escrow. 
 (D) In the event the employment of any holder of a Converted Award is
terminated by the Company or any Subsidiary or successor entity for any reason (other than such holder’s death or disability), any remaining unvested Converted Awards held by such holder at the time of such termination shall immediately be
forfeited and cancelled and the consideration relating to such unvested Converted Awards shall be retained in the Award Escrow and distributed on the Award Escrow Expiration Date as provided in paragraph (E) below. 

(E) Upon the Award Escrow Expiration Date, any amount remaining in the Award Escrow shall be distributed to the selling
individuals and/or entities in the 

  
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Sale Event in the same manner as if it were additional consideration to be distributed in accordance with the applicable sale agreement. 

(iv) Notwithstanding anything to the contrary herein, the Company shall have the right, but not the obligation in connection with a Sale
Event, to make or provide for a cash payment to grantees holding Options or Stock Appreciation Rights (to the extent then exercisable, including by reason of vesting acceleration, at prices not in excess of the applicable sale price for the Stock in
the Sale Event), in exchange for the cancellation thereof, in an amount equal to the difference between (A) the value as determined by the Committee of the consideration payable, or otherwise to be received by stockholders, per share of Stock
pursuant to a Sale Event multiplied by the number of shares of Stock subject to outstanding Options or Stock Appreciation Rights (to the extent then exercisable, including by reason of vesting acceleration, at prices not in excess of the applicable
sale price for the Stock in the Sale Event) and (B) the aggregate exercise price of all such outstanding Options or Stock Appreciation Rights (to the extent then exercisable, including by reason of vesting acceleration, at prices not in excess
of the applicable sale price for the Stock in the Sale Event), subject to the other terms and conditions of the Sale Event (such as indemnification obligations and purchase price adjustments) to the extent provided by the parties. 

(d) Substitute Awards. The Committee may grant Awards under the Plan in substitution for stock and similar stock-based awards held by
employees, directors or other key persons of another corporation in connection with the merger or consolidation of the employing corporation with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of
the employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committee considers appropriate in the circumstances. Any substitute Awards granted under the Plan shall not count against
the share limitation set forth in Section 3(a). 
 SECTION 4. ELIGIBILITY 

Grantees under the Plan will be such full or part-time officers and other employees, directors and key persons (including prospective
employees, but conditioned on their employment, and consultants) of the Company and any Subsidiary who are selected from time to time by the Committee in its sole discretion; provided, however, that an Incentive Stock Option may be
granted only to a person who, at the time the Incentive Stock Option is granted, is an employee of the Company or any Subsidiary. 
 SECTION 5. STOCK
OPTIONS 
 Any Stock Option granted under the Plan must be made pursuant to a Stock Option Award Agreement in such form as the Committee
may from time to time approve. Option Award Agreements need not be identical. 
 Stock Options granted under the Plan may be either
Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of


  
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Section 424(f) of the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock Option. 

No Incentive Stock Option shall be granted under the Plan after the date which is ten years from the date the Plan is approved by the Board.

 (a) Terms of Stock Options. The Committee in its discretion may grant Stock Options to eligible employees and key persons of the
Company or any Subsidiary. Stock Options granted pursuant to this Section 5(a) shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable. If the Committee so determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and conditions as the Committee may establish. 

(i) Exercise Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to Section 5(a) shall be
determined by the Committee at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant in the case of an Incentive Stock Option. In the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. 

(ii) Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten
years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the term of such Stock Option shall be no more than five years from the date of grant. 

(iii) Exercisability; Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in
installments, as shall be determined by the Committee at or after the grant date. An optionee shall have the rights of a stockholder only as to shares acquired upon the exercise of a Stock Option and not as to unexercised Stock Options. An optionee
shall not be deemed to have acquired any such shares unless and until a Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered a certificate representing the shares to the optionee, and the
optionee’s name shall have been entered on the books of the Company as a stockholder. 
 (iv) Method of Exercise. Stock Options
may be exercised by an optionee in whole or in part, by the optionee giving written notice of exercise to the Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following methods
(or any combination thereof) to the extent provided in the Option Award Agreement: 
 (A) In cash, by certified or bank
check, by wire transfer of immediately available funds, or other instrument acceptable to the Committee; 
 (B) By the
optionee delivering to the Company a promissory note, if the Board has expressly authorized the loan of funds to the optionee for the purpose of enabling or assisting the optionee to effect the exercise of his or her Stock Option;


  
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provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a promissory note if required by state law; 

(C) If the Initial Public Offering has occurred, through the delivery (or attestation to the ownership) of shares of Stock that
have been purchased by the optionee on the open market or that are beneficially owned by the optionee and are not then subject to restrictions under any Company plan. To the extent required to avoid variable accounting treatment under FAS 123R or
other applicable accounting rules, such surrendered shares if originally purchased from the Company shall have been owned by the optionee for at least six months. Such surrendered shares shall be valued at Fair Market Value on the exercise date; and

 (D) If permitted by the Committee, by the optionee delivering to the Company a properly executed exercise notice together
with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in the event the optionee chooses to pay the purchase price as so
provided, the optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure. 

Payment instruments will be received subject to collection. No certificates for shares of Stock so purchased will be issued to the optionee
until the Company has completed all steps required by law to be taken in connection with the issuance and sale of the shares, including without limitation (i) receipt of a representation from the optionee at the time of exercise of the Option
that the optionee is purchasing the shares for the optionee’s own account and not with a view to any sale or distribution thereof, (ii) the legending of any certificate representing the shares to evidence the foregoing restrictions, and
(iii) obtaining from optionee payment or provision for all withholding taxes due as a result of the exercise of the Option. The delivery of certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock Option
will be contingent upon receipt from the optionee (or a purchaser acting in his or her stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and the fulfillment of any other
requirements contained in the Option Award Agreement or applicable provisions of laws. In the event an optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the optionee upon the exercise of the Stock Option shall be net of the number of shares attested to. 
 (b) Annual Limit
on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to
which Incentive Stock Options granted under the Plan and any other plan of the Company or its parent and any Subsidiary that become exercisable for the first time by an optionee during any calendar year shall not exceed $100,000 or such other limit
as may be in effect from time to time under Section 422 of the Code. To the extent that any Stock Option exceeds this limit, it shall constitute a Non-Qualified Stock Option. 

  
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 (c) Non-Transferability of Stock Options. No Stock Option shall be transferable by the
optionee otherwise than by will or by the laws of descent and distribution and all Stock Options shall be exercisable, during the optionee’s lifetime, only by the optionee, or by the optionee’s legal representative or guardian in the event
of the optionee’s incapacity. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide in the Award Agreement regarding a given Option that the optionee may transfer, without consideration for the transfer, his or her
Non-Qualified Stock Options to members of his or her immediate family, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the
Company to be bound by all of the terms and conditions of the Plan and the applicable Option. 
 SECTION 6. STOCK APPRECIATION RIGHTS 

(a) Exercise Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of
the Fair Market Value of the Stock on the date of grant. 
 (b) Grant and Exercise of Stock Appreciation Rights. Stock Appreciation
Rights may be granted by the Committee independently of any Stock Option granted pursuant to Section 5 of the Plan. 
 (c) Terms and
Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Committee. The term of a Stock Appreciation Right may not exceed ten years. 

SECTION 7. RESTRICTED STOCK AWARDS 
 (a)
Nature of Restricted Stock Awards. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Award at the time of grant. Conditions may be based on continuing employment (or other service relationship),
achievement of pre-established performance goals and objectives and/or such other criteria as the Committee may determine. The grant of a Restricted Stock Award is contingent on the grantee executing a Restricted Stock Award Agreement. The terms and
conditions of each such Award Agreement shall be determined by the Committee, and such terms and conditions may differ among individual Awards and grantees, all of whom must be eligible persons under Section 4 hereof. 

(b) Rights as a Stockholder. Upon execution of a Restricted Stock Award Agreement and payment of any applicable purchase price, a
grantee of Restricted Stock shall be considered the record owner of and shall be entitled to vote the Shares of Restricted Stock if, and to the extent, such Shares are entitled to voting rights, subject to such conditions contained in the Restricted
Stock Award Agreement. Except as otherwise provided for in any agreement or waiver letter, the grantee shall be entitled to receive all dividends and any other distributions declared on the Shares; provided, however, that the Company
is under no duty to declare any such dividends or to make any such distribution. The Restricted Stock Award Agreement may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock. Unless the
Committee shall otherwise determine, certificates evidencing the Restricted Stock shall remain in the possession of the Company until such Restricted Stock is 

  
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vested as provided in subsection (d) below of this Section, and the grantee shall be required, as a condition of the grant, to deliver to the Company a stock power endorsed in blank and such
other instruments of transfer as the Committee may prescribe. 
 (c) Restrictions. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as specifically provided herein or in the Restricted Stock Award Agreement. Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to
Section 13 below, in writing after the Award Agreement is issued, if any, if a grantee’s employment (or other service relationship) with the Company and any Subsidiary terminates, the Company or its assigns shall have the right, as may be
specified in the relevant instrument, to repurchase some or all of the Shares subject to the Award at such purchase price as is set forth in the Restricted Stock Award Agreement. 

(d) Vesting of Restricted Stock. The Committee at the time of grant shall specify the date or dates and/or the attainment of pre-established performance goals, objectives and other conditions on which Restricted Stock shall become vested, subject to such further rights of the Company or its assigns as may be specified in the Restricted
Stock Award Agreement. 
 SECTION 8. UNRESTRICTED STOCK AWARDS 

(a) Grant or Sale of Unrestricted Stock. The Committee may, in its sole discretion, grant (or sell at par value or such higher purchase
price determined by the Committee) to an eligible person under Section 4 hereof an Unrestricted Stock Award under the Plan. Unrestricted Stock Awards may be granted in respect of past services or other valid consideration, or in lieu of cash
compensation due to such grantee. 
 (b) Elections to Receive Unrestricted Stock In Lieu of Compensation. Upon the request of an
eligible person under Section 4 hereof and with the consent of the Committee, each such grantee may, pursuant to an advance written election delivered to the Company no later than the date specified by the Committee, receive a portion of any
cash compensation otherwise due to such grantee in the form of shares of Unrestricted Stock either currently or on a deferred basis. 
 (c)
Restrictions on Transfers. The right to receive shares of Unrestricted Stock on a deferred basis may not be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution. 

SECTION 9. RESTRICTED STOCK UNITS 
 (a)
Nature of Restricted Stock Units. The Committee shall determine the restrictions and conditions applicable to each Restricted Stock Unit at the time of grant. Conditions may be based on continuing employment (or other service relationship),
achievement of pre-established performance goals and objectives and/or other such criteria as the Committee may determine. The grant of Restricted Stock Unit(s) is contingent on the grantee executing a Restricted Stock Unit Award Agreement. The
terms and conditions of each such Award Agreement shall be determined by the Committee, shall be consistent with Section 409A, and such terms and conditions may differ among individual Awards and grantees. At the end of the Deferral Period


  
 12 








 
applicable to any Restricted Stock Unit, such Restricted Stock Unit(s), to the extent vested, shall be settled in the form of cash or shares of Stock, as specified in the Award Agreement. 

(b) Election to Receive Restricted Stock Units in Lieu of Compensation. The Committee may, in its sole discretion, permit a grantee to
elect to receive a portion of any future cash compensation otherwise due to such grantee in the form of a Restricted Stock Unit. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the
Committee and in accordance with Section 409A and such other rules and procedures established by the Committee. Upon any such election, any such future cash compensation shall be converted to a fixed number of Restricted Stock Unit(s) based on
the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment had not been deferred through conversion into the Restricted Stock Unit(s). The Committee shall have the sole right to
determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Committee deems appropriate. 

(c) Rights as a Stockholder. A grantee shall have the rights of a stockholder only as to shares of Stock, if any, acquired upon
settlement of a Restricted Stock Unit. A grantee shall not be deemed to have acquired any such shares unless and until a Restricted Stock Unit shall have been settled in Stock pursuant to the terms hereof, the Company shall have issued and delivered
a certificate representing the shares to the grantee, and the grantee’s name shall have been entered in the books of the Company as a stockholder. 

(d) Termination. Except as may otherwise be provided by the Committee either in the Award Agreement or in writing after the Award
Agreement is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and any Subsidiary
for any reason. 
 SECTION 10. TAX WITHHOLDING 

(a) Payment by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes of any
kind required by law to be withheld by the Company with respect to such income. The Company and any Subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee.
The Company’s obligation to deliver stock certificates to any grantee is subject to and conditioned on any such tax withholding obligations being satisfied by the grantee. 

(b) Payment in Stock. Subject to approval by the Committee, a grantee may elect to have the Company’s minimum required tax
withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the date the withholding is effected)
that would satisfy the minimum withholding amount due. 

  
 13 








 SECTION 11. SECTION 409A AWARDS. 

To the extent that any Award is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A
(a “409A Award”), the Award shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A. In this regard, if any amount under a 409A Award is payable
upon a “separation from service” (within the meaning of Section 409A) to a grantee who is considered a “specified employee” (within the meaning of Section 409A), then no such payment shall be made prior to the date that
is the earlier of (i) six months and one day after the grantee’s date of separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such payment from being subject to interest,
penalties and/or additional tax imposed pursuant to Section 409A. 
 SECTION 12. TRANSFER, LEAVE OF ABSENCE, ETC. 

For purposes of the Plan, the following events shall not be deemed a termination of employment: 

(a) a transfer to the employment of the Company from a Subsidiary or from the Company to a Subsidiary, or from one Subsidiary to another; or

 (b) an approved leave of absence for military service, sickness or disability, or for any other purpose approved by the Company, if the
employee’s right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Committee otherwise so provides in writing. 

SECTION 13. AMENDMENTS AND TERMINATION 

The Board may, at any time, amend or discontinue the Plan and the Committee may, at any time, amend or cancel any outstanding Award (or provide
substitute Awards at the same or a reduced exercise or purchase price or with no exercise or purchase price in a manner not inconsistent with the terms of the Plan; provided, that such price, if any, must satisfy the requirements which would
apply to the substitute or amended Award if it were then initially granted under the Plan for the purpose of satisfying changes in law or for any other lawful purpose), but no such action shall adversely affect rights under any outstanding Award
without the consent of the holder of the Award. The Committee may exercise its discretion to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect repricing through cancellation of outstanding Awards and by
granting such holders new Awards in replacement of the cancelled Awards. To the extent determined by the Committee to be required either by the Code to ensure that Incentive Stock Options granted under the Plan are qualified under Section 422
of the Code or otherwise, Plan amendments shall be subject to approval by the Company stockholders entitled to vote at a meeting of stockholders. Nothing in this Section 13 shall limit the Board’s or Committee’s authority to take any
action permitted pursuant to Section 3(c). 

  
 14 








 SECTION 14. STATUS OF PLAN 

With respect to the portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a
grantee, a grantee shall have no rights greater than those of a general creditor of the Company unless the Committee shall otherwise expressly so determine in connection with any Award or Awards. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards hereunder; provided, that the existence of such trusts or other arrangements is consistent with the
foregoing sentence. 
 SECTION 15. GENERAL PROVISIONS 

(a) No Distribution; Compliance with Legal Requirements. The Committee may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring the shares of Stock without a view to distribution thereof. No shares of Stock shall be issued pursuant to an Award until all applicable securities law and other legal
and stock exchange or similar requirements have been satisfied. The Committee may require the placing of such stop-orders and restrictive legends on certificates for Stock and Awards as it deems appropriate. 

(b) Delivery of Stock Certificates. Stock certificates to grantees under the Plan shall be deemed delivered for all purposes when the
Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed to the grantee, at the grantee’s last known address on file with the Company. 

(c) Other Compensation Arrangements; No Employment Rights. Nothing contained in the Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan and the grant of Awards do not confer upon any employee any right to
continued employment or service relationship with the Company or any Subsidiary. 
 (d) Trading Policy Restrictions. Option and Stock
Appreciation Right exercises and other Awards under the Plan shall be subject to such Company’s insider trading policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the
Committee, from time to time. 
 (e) Loans to Award Recipients. The Company shall have the authority, to the extent permitted by law,
to make loans to recipients of Awards hereunder (including to facilitate the purchase of shares) and shall further have the authority to issue shares for promissory notes hereunder. 

(f) Designation of Beneficiary. Each grantee to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries
to exercise any Award on or after the grantee’s death or receive any payment under any Award payable on or after the grantee’s death. Any such designation shall be on a form provided for that purpose by the Committee and shall not be
effective until received by the Committee. If no beneficiary has been designated by a 

  
 15 








 
deceased grantee, or if the designated beneficiaries have predeceased the grantee, the beneficiary shall be the grantee’s estate. 

(g) Legend. Any certificate(s) representing the Issued Shares shall carry substantially the following legend: 

The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions
(including repurchase and restrictions against transfers) contained in the LCSI Holding, Inc. 2008 Stock Option and Grant Plan and any agreement entered into thereunder by and between the company and the holder of this certificate (a copy of which
is available at the offices of the company for examination). 
 SECTION 16. EFFECTIVE DATE OF PLAN 

The Plan shall become effective upon approval of stockholders in accordance with applicable law. Subject to such approval by the stockholders
and to the requirement that no Stock Option or other Award may be issued hereunder prior to such approval, Stock Options and other Awards may be granted hereunder on and after adoption of the Plan by the Board. No grants of Stock Options and other
Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board. 

SECTION 17. GOVERNING LAW 
 This Plan, all
Awards and any controversy arising out of or relating to this Plan and all Awards shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other
matters shall be governed by and construed in accordance with the internal laws of Arizona, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Arizona. 

DATE APPROVED BY THE BOARD OF DIRECTORS: April 21, 2008 

DATE APPROVED BY THE STOCKHOLDERS: May 7, 2008 

  
 16 








 TPI COMPOSITES, INC. (F/K/A LCSI HOLDING, INC.) 

AMENDMENT NO. 2 TO 2008 STOCK OPTION AND GRANT PLAN 

December 30, 2008 
 The TPI
Composites, Inc. 2008 Stock Option and Grant Plan, as amended (the “Plan”) is hereby amended as follows: 
  

	1.	Section 3(a) is hereby deleted in its entirety and replaced with the following: 

 “(a)
Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,968.4904 shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the shares of Stock
underlying any Awards that are forfeited, canceled, withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise), in each case shall be added back to the shares of Stock available for issuance under the Plan. In addition, upon exercise of Stock Appreciation Rights, the gross number of shares exercised shall be
deducted from the total number of shares remaining available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for
issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.” 
  

	2.	In all other respects the Plan is hereby affirmed and shall remain in full force and effect. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 Executed as of the date set forth above. 

 

			
	TPI Composites, Inc.
		
	By:	 	/s/ Steven Lockard
	Name: Steven Lockard
	Title: President



  
 [Signature Page to
Amendment No. 2 to 2008 Stock Option and Grant Plan] 








 TPI COMPOSITES, INC. (F/K/A LCSI HOLDING, INC.) 

AMENDMENT TO 2008 STOCK OPTION AND GRANT PLAN 

August 14, 2008 
 The TPI
Composites, Inc. 2008 Stock Option and Grant Plan (the “Plan”) is hereby amended as follows: 
  

	1.	Section 3(a) is hereby deleted in its entirety and replaced with the following: 

 (a)
Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 3,019.22296 shares, subject to adjustment as provided in Section 3(b). For purposes of this limitation, the shares of Stock
underlying any Awards that are forfeited, canceled, withheld upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or
otherwise terminated (other than by exercise), in each case shall be added back to the shares of Stock available for issuance under the Plan. In addition, upon exercise of Stock Appreciation Rights, the gross number of shares exercised shall be
deducted from the total number of shares remaining available for issuance under the Plan. Subject to such overall limitations, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for
issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. 
 In all other respects
the Plan is hereby affirmed and shall remain in full force and effect. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 Executed as of the date set forth above. 

 

			
	TPI Composites, Inc.
		
	By:	 	/s/ Steven Lockard
	Name: Steven Lockard
	Title: President



  
 [Signature Page to
Amendment to 2008 Stock Option and Grant Plan] 








 INCENTIVE STOCK OPTION AGREEMENT 

UNDER THE TPI COMPOSITES, INC. (F/K/A LCSI HOLDING, INC.) 

2008 STOCK OPTION AND GRANT PLAN 
 Name of
Optionee:
                                         
          (the “Optionee”) 
 No. of Option Shares:
                                   Shares of Common Stock

 Grant Date:
                                         
                      (the “Grant Date”) 

Expiration Date:
                                         
               (the “Expiration Date”) 
 Option Exercise Price/Share:
$                                 (the “Option Exercise Price”)

 Pursuant to the TPI Composites, Inc. (f/k/a LCSI Holding, Inc.) 2008 Stock Option and Grant Plan (the “Plan”), TPI Composites,
Inc. (f/k/a LCSI Holding, Inc.), a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an option (the “Stock
Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Company indicated above
(the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive Stock Option Agreement (this
“Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). To
the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option. 

1. Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan. 
 “Affiliate” shall
mean any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person or entity (or such person’s or entity’s successors and assigns). For purposes
of this definition, a person or entity shall be deemed to be “controlled by” another person or entity if the other possesses, directly or indirectly, power either (i) to vote fifty percent (50%) or more of the securities having
ordinary voting power for the election of directors of such person or entity, or (ii) to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise; provided, however, that for
purposes of clarity, in addition to the foregoing, with respect to any venture capital investor, “Affiliate” shall include any partnership, limited liability company or fund sharing a common management company or similar entity. 







 “Bankruptcy” shall mean (i) the filing of a voluntary petition under any
bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Optionee or any Permitted Transferee, as the case may be, or (ii) the Optionee or any
Permitted Transferee, as the case may be, being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Optionee’s or such Permitted Transferee’s assets, which
involuntary petition or assignment or attachment is not discharged within 60 days after its date, and (iii) the Optionee or any Permitted Transferee being subject to a transfer of the Stock Option or the Issued Shares by operation of law
(including by divorce, even if not insolvent), except by reason of death. 
 “Cause” means a dismissal as a result of
(i) the commission of any act by the Optionee constituting financial dishonesty against the Company or its Subsidiaries (which act would be chargeable as a crime under applicable law); (ii) the Optionee’s engaging in any other act of
dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any of its
Subsidiaries with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or
criminal legal damages, liabilities or penalties; (iii) the repeated willful failure by the Optionee to follow the directives of the chief executive officer of the Company or any of its Subsidiaries, the Board, or the board of directors of any
of the Company’s Subsidiaries or (iv) any material misconduct, material violation of the Company’s written policies, or willful and deliberate non-performance of duty by the Optionee in connection with the business affairs of the
Company or its Subsidiaries. In the event the Optionee is a party to an employment agreement with the Company or any Subsidiary that contains a different definition of “cause,” the definition set forth in such other agreement shall be
applicable to the Optionee for purposes of this Agreement and not this definition. 
 “Charter” means the Second Amended
and Restated Certificate of Incorporation of the Company, as amended. 
 “Fair Market Value” of the Common Stock on any
given date means the fair market value of the Common Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Common Stock is
admitted to quotation on a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Common Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering. 

“Permitted Transferees” shall mean any of the following Persons to whom the Optionee may transfer Issued Shares hereunder (as
set forth in Section 8): the Optionee’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the 

  
 2 








 
Optionee is the settlor; provided, however, that any such trust does not require or permit distribution of any Issued Shares during the term of this Agreement unless subject to its
terms. Upon the death of the Optionee (or a Permitted Transferee to whom shares have been transferred hereunder), the term Permitted Transferees shall also include such deceased Optionee’s (or such deceased Permitted Transferee’s) estate,
executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be. 
 “Person”
shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. 

“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Act. 

“Sale Event” shall mean and include the consummation of any of the following: (i) a merger or consolidation of the
Company with or into any other corporation or other entity in which holders of the Company’s voting securities immediately prior to such merger or consolidation will not, directly or indirectly, continue to hold at least a majority of the
outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company’s and its Subsidiaries assets on a
consolidated basis to an unrelated Person; (iii) the acquisition by any Person or any group of Persons, acting together in any transaction or related series of transactions, of such quantity of the Company’s voting securities as causes
such Person, or group of Persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50 percent or more of the combined voting power of the voting securities of the Company other
than as a result of (A) an acquisition of securities directly from the Company or (B) an acquisition of securities by the Company which by reducing the voting securities outstanding increases the proportionate voting power represented by
the voting securities owned by any such Person or group of Persons to 50 percent or more of the combined voting power of such voting securities; or (iv) the liquidation or dissolution of the Company. 

“Service Relationship” shall mean any relationship as an employee, part-time employee, director or other key person
(including consultants) of the Company or any Subsidiary or any successor entity such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee’s status changes from full-time employee
to part-time employee or consultant. 
 “Subsidiary” means any corporation or other entity (other than the Company) in
which the Company has at least a 50 percent interest, either directly or indirectly. 
 2. Vesting, Exercisability and Termination.

 (a) No portion of this Stock Option may be exercised until such portion shall have vested. 

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option 

  
 3 








 
shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: 
  

			
	 Incremental (Aggregate Number)
of Option
Shares Exercisable
	  	 Vesting Date

	 20% of the Option Shares
(20% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(40% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(60% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(80% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(100% of the Option Shares)
	  	[______ __, 20[__]

 (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service
Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate): 

(i) Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such
Optionee’s death or disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee
for a period of 12 months from the date of death or disability or until the Expiration Date, if earlier. 
 (ii) Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than death or disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, this Stock Option may be
exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date or other termination date, if earlier; provided however, if the Optionee’s Service
Relationship is terminated for Cause or if the Optionee terminates his or her Service Relationship, this Stock Option shall terminate immediately upon the date of such termination. 

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive
and binding on the Optionee and his or her representatives or legatees or Permitted Transferees. Any portion of this Stock Option that is not exercisable on the date of termination of the employment shall terminate immediately and be null and void.

 (d) It is understood and intended that this Stock Option is intended to qualify as an “incentive stock option” as defined in
Section 422 of the Code to the extent permitted 

  
 4 








 
under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under Section 422 of the Code, no sale or other disposition may
be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three months after termination of employment as an employee (or 12 months in the
case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within either of these periods, he or she will notify the Company within 30 days
after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes. Further, to the extent Option Shares and any other incentive stock options of the
Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive stock options. 

3. Exercise of Stock Option. 

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock
Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares with respect to which this Stock Option is exercisable at the time of
such notice. Such notice shall specify the number of Option Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): 

(i) In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the
Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; 

(ii) By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the
Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a
promissory note if otherwise required by state law; or 
 (iii) if the Initial Public Offering has occurred, then
(A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the
Company, provided that, to the extent required to avoid variable accounting treatment under FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event
with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the 

  
 5 








 
Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. 

(b) Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the
Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option
Shares subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares to the Optionee, and the
Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this
Agreement. 
 (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the
Expiration Date. 
 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to
and governed by all the terms and conditions of the Plan. 
 5. Transferability of Stock Option. This Agreement is personal to the
Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s
guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such
designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does
not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death. 

6. Effect of Certain Transactions. 

(a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in
connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or
a parent thereof, with such adjustment to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the
consummation of the 

  
 6 








 
Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then exercisable. 

(b) In the event that this Stock Option is converted into a Converted Award, then this Agreement shall thereafter entitle the holder to the
rights of a holder of a Converted Award. 
 7. Withholding Taxes. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account
of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Common Stock to be issued or
transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the
right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect
to the issuance of Option Shares to the Optionee. 
 8. Restrictions on Transfer of Issued Shares. None of the Issued Shares acquired
upon exercise of the Stock Option shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all
applicable securities laws (including, without limitation, the Act, and such disposition is in accordance with the terms and conditions of Sections 8 and 9 hereof and such disposition does not cause the Company to become subject to the reporting
requirements of the Exchange Act. In connection with any transfer of Issued Shares, the Company may require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company, that such
transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Act). Any attempted disposition of Issued Shares not in accordance with the terms and conditions of Sections 8 and 9 hereof shall be
null and void, and the Company shall not reflect on its records any change in record ownership of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to
any such disposition of any Issued Shares. Subject to the foregoing general provisions, Issued Shares may be transferred pursuant to the following specific terms and conditions: 

(a) Transfers to Permitted Transferees. The Optionee may sell, assign, transfer or give away any or all of the Issued Shares to
Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement to the same extent as the Optionee (including, without
limitation, the provisions of Sections 8, 9, 11, 12 and 13(l)) and shall have delivered a written acknowledgment to that effect to the Company. 

  
 7 








 (b) Transfers Upon Death. Upon the death of the Optionee, any Issued Shares then held by
the Optionee at the time of such death and any Issued Shares acquired thereafter by the Optionee’s legal representative pursuant to this Agreement shall be subject to the provisions of Sections 8, 9, 10, 11, 12 and 13(l), if applicable, and the
Optionee’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Issued Shares to the Company or its assigns under the terms contemplated hereby. 

(c) Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to
this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s)
intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and
the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms
offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company
or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted
Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted
Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such
proposed transferee shall be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11, 12 and 13(l) below to the same extent as
if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with
Section 13(a). 
 9. Company’s Right of Repurchase. 

(a) Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events
specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this
Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of
such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice on or before
the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Fair Market Value of the shares, determined as


  
 8 








 
provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to
the Company any certificates representing the Issued Shares being purchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its
assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or
its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and
canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly
endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 13(a). 

(b) Company’s Right to Exercise Repurchase Right. The Company shall have the Repurchase Right in the event that any of the
following events shall occur: 
 (i) The termination of the Optionee’s Service Relationship for any reason whatsoever,
regardless of the circumstances thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily; or 

(ii) The Optionee’s or Permitted Transferee’s Bankruptcy. 

(c) Determination of Fair Market Value. The Fair Market Value of the Issued Shares shall be, for purposes of this Section 9,
determined by the Board as of the date the Board elects to exercise its repurchase rights in connection with a Repurchase Event. 
 10.
Escrow Arrangement. 
 (a) Escrow. In order to carry out the provisions of Sections 8, 9 and 11 of this Agreement more
effectively, the Company shall hold any Issued Shares in escrow together with separate stock powers executed by the Optionee in blank for transfer, and any Permitted Transferee shall, as an additional condition to any transfer of Issued Shares,
execute a like stock power as to such Issued Shares. The Company shall not dispose of the Issued Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby
authorized by the Optionee and any Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Issued Shares being purchased and to
transfer such Issued Shares in accordance with the terms hereof. At such time as any Issued Shares are no longer subject to the Company’s repurchase, first refusal and drag along rights, the Company shall, at the written request of the
Optionee, deliver to the Optionee (or the relevant Permitted Transferee) a certificate representing such Issued Shares with the balance of the Issued Shares to be held in escrow pursuant to this Section 10. 

  
 9 








 (b) Remedy. Without limitation of any other provision of this Agreement or other rights,
in the event that the Optionee, any Permitted Transferees or any other person or entity is required to sell the Optionee’s Issued Shares pursuant to the provisions of Section 8, 9 and 11 of this Agreement and in the further event that he
or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Issued Shares the certificate or certificates evidencing such Issued Shares together with a related stock power, the Company or such designated
purchaser may deposit the applicable purchase price for such Issued Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Optionee, any Permitted
Transferees or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Optionee as
provided above. Upon any such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Issued Shares to be sold pursuant to the provisions of Sections 8, 9 and 11,
such Issued Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if
applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner. 
 11. Drag Along
Right. If the Company obtains the requisite approval from (a) the Board and (b) the Company’s stockholders (in accordance with Delaware law and the Charter) for a Liquidation Event or a Qualified IPO (each as defined in the
Charter and each, a “Liquidity Event”), then the Optionee, including any Permitted Transferee, agrees that such Optionee, and such Permitted Transferee, shall: (i) vote any and all voting securities of the Company held by such
Optionee, or such Permitted Transferee, or as to which such Optionee, or Permitted Transferee, has voting power, in favor of the consummation of the proposed Liquidity Event, at any meeting of stockholders of the Company at which such transactions
are considered, by proxy or in any written consent of stockholders of the Company relating thereto, (ii) if applicable, tender all shares of capital stock held by such Optionee, or Permitted Transferee, or as to which such Optionee, or
Permitted Transferee, has power of disposition, which are the subject of such proposed Liquidity Event in accordance with the terms of the proposed Liquidity Event, (iii) consent to and raise no objection against the proposed Liquidity Event,
(iv) if applicable, waive any dissenters’ rights, preemptive rights, appraisal rights or similar rights, as the case may be and (v) use its best efforts to take all other actions, including entering into appropriate agreements and
other documents, reasonably required in order to effectuate fully the Liquidity Event. 
 12. Lockup Provision. 

(a) If requested by the Company or an underwriter in connection with the Initial Public Offering, the Optionee, including any Permitted
Transferee, hereby agrees that such Optionee, or Permitted Transferee, shall not sell, transfer, make any short sale of, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or
otherwise transfer or dispose of any Common Stock (or any other securities of the Company) held by such Optionee, or Permitted Transferee, other than those included in the registration, for a period (the “Lock Up Period”) specified by the
representative of the underwriters of the Common Stock (or any other securities) of the Company not to exceed one 

  
 10 








 
hundred eighty (180) calendar days following the effective date of a registration statement of the Company filed under the Act in connection with such offering (the “Effective
Date”); which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or
other public release within fifteen (15) days of the expiration of the 180-day lockup period; provided that all current and future officers and directors of the Company and all current and future holders of at least one percent (1%) of the
Company’s voting securities are bound by and have entered into similar agreements. 
 (b) The Optionee, including any Permitted
Transferee, agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Optionee’s, or Permitted Transferee’s, obligations under this Section 12 or
that are necessary to give further effect thereto. The obligations described in this Section 12 shall not apply to a (i) a registration statement relating to any employee benefit plan of the Company, (ii) a registration statement of
the Company relating to any corporate reorganization or other transaction under Rule 145 as promulgated by the SEC under the Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by
the SEC, including any registration statements related to the issuance or resale of securities issued in such a transaction, or (iii) a registration statement related to the offer and sale of debt securities. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or any other securities) subject to the foregoing restriction until the end of the relevant market stand-off period. The underwriters of the Company’s stock are intended
third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

13. Miscellaneous Provisions. 

(a) Termination. The Company’s repurchase rights under Section 9, the restrictions on transfer of Issued Shares under
Section 8(c) and the Drag Along obligations under Section 11 shall terminate upon the closing of the Company’s Initial Public Offering or upon any Sale Event, in either case as a result of which shares of the Company (or successor
entity) of the same class as the Issued Shares are registered under Section 12 of the Exchange Act and publicly traded on any national securities exchange. 

(b) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(c) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the
Company’s stock, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Issued Shares.


  
 11 








 (d) Change and Modifications. This Agreement may not be orally changed, modified or
terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee. 

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope hereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Arizona, without regard to conflict of law principles that would result in the application of any
law other than the law of the State of Arizona. 
 (f) Headings. The headings are intended only for convenience in finding the
subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall
in no manner affect the legality or enforceability of any other provision hereof. 
 (h) Notices. All notices, requests, consents and
other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the
Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

(i) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their
respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment. 

(j) Dispute Resolution. Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination
or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed
by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall
be Phoenix, Arizona. 
 The parties covenant and agree that the arbitration shall commence within 60 days of the date on which a written
demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may
take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of
interrogatories or the response to requests for admission. In 

  
 12 








 
connection with any arbitration, each party shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the
arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of
the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply
actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. 

The parties covenant and agree that they will participate in the arbitration in good faith. This Section 13(j) applies equally to
requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm. 
 Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any United States District Court
of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim
that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to
seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which
notices are to be given. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against
any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction. 

(k) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 
 (l) Right of
First Refusal and Co-Sale Agreement. The Optionee, including any Permitted Transferee, agrees that if the Optionee, or Permitted Transferee, holds at least one percent (1%) of the Company’s then outstanding shares of capital stock, it
shall become a party to the Right of First Refusal, Co-Sale and Voting Agreement dated as of October 9, 2007, by and among the Company and the other parties thereto, as amended from time to time, as a “Restricted Stockholder”
thereunder. 
 [SIGNATURE PAGE FOLLOWS] 

  
 13 








 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to
by the undersigned as of the date first above written. 
  

			
	TPI COMPOSITES, INC.
		
	By:	 	 
		 	Name:
		 	Title:


  

	
	Address:
	
	 
	
	 
	
	 


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned as of the date first above written. 
  

	
	OPTIONEE:
	
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 


 SPOUSE’S CONSENT1 

I acknowledge that I have read the 
 foregoing Incentive Stock
Option Agreement 
 and understand the contents thereof. 

	
	   


  
  

	1 	A spouse’s consent is required only if the Optionee’s state of residence is one of the following community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and
Wisconsin. 


  
 14 








 
	
	DESIGNATED BENEFICIARY:
	
	   

	
	Beneficiary’s Address:
	   

	   

	   




  
 15 








 Appendix A 

STOCK OPTION EXERCISE NOTICE 
 TPI
Composites, Inc. 
 Attention:
[                            ] 

_______________________ 
 _______________________ 

Pursuant to the terms of my stock option agreement dated
                             (the “Agreement”) under the TPI Composites, Inc. (f/k/a LCSI
Holding, Inc.) 2008 Stock Option and Grant Plan, I, [Insert Name]                             , hereby
[Circle One] partially/fully exercise such option by including herein payment in the amount of $                     representing the purchase
price for [Fill in number of Option Shares]                      option shares. I have chosen the following form(s) of payment: 

[    ]    1.    Cash 

[    ]    2.    Certified or bank check payable to TPI Composites,
Inc. 
 [    ]    3.    Other (as described in the Agreement
(please describe)) 

                    
                                         
                                         
                                      . 

In connection with my exercise of the option as set forth above, I hereby represent and warrant to TPI Composites, Inc. as follows: 

(i) I am purchasing the option shares for my own account for investment only, and not for resale or with a view to the
distribution thereof. 
 (ii) I have had such an opportunity as I have deemed adequate to obtain from TPI Composites, Inc.
such information as is necessary to permit me to evaluate the merits and risks of my investment in TPI Composites, Inc. and have consulted with my own advisers with respect to my investment in TPI Composites, Inc. 

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in
the purchase of the option shares and to make an informed investment decision with respect to such purchase. 
 (iv) I can
afford a complete loss of the value of the option shares and am able to bear the economic risk of holding such option shares for an indefinite period of time. 

(v) I understand that the option shares may not be registered under the Securities Act of 1933 (it being understood that the
option shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an
effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from 

  
 16 








 
the registration requirement thereof). I further acknowledge that certificates representing option shares will bear restrictive legends reflecting the foregoing. 

 

	
	Sincerely yours,
	
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 



  
 17 








 INCENTIVE STOCK OPTION AGREEMENT 

UNDER THE TPI COMPOSITES, INC. (F/K/A LCSI HOLDING, INC.) 

2008 STOCK OPTION AND GRANT PLAN 
 Name of
Optionee:                    
                                     (the
“Optionee”) 
 No. of Option Shares:                
                         Shares of Common Stock 

Grant
Date:                                
                                     (the “Grant
Date”) 
 Expiration
Date:                        
                                     (the “Expiration
Date”) 
 Option Exercise Price/Share:    
$                                     (the “Option
Exercise Price”) 
 Pursuant to the TPI Composites, Inc. (f/k/a LCSI Holding, Inc.) 2008 Stock Option and Grant Plan (the
“Plan”), TPI Composites, Inc. (f/k/a LCSI Holding, Inc.), a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries,
an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par value $0.01 per share (“Common Stock”), of
the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Incentive
Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is intended to qualify as an “incentive stock option” as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended from time to
time (the “Code”). To the extent that any portion of the Stock Option does not so qualify, it shall be deemed a non-qualified stock option. 

1. Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan. 
 “Affiliate” shall
mean any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such person or entity (or such person’s or entity’s successors and assigns). For purposes
of this definition, a person or entity shall be deemed to be “controlled by” another person or entity if the other possesses, directly or indirectly, power either (i) to vote fifty percent (50%) or more of the securities having
ordinary voting power for the election of directors of such person or entity, or (ii) to direct or cause the direction of the management and policies of such person or entity whether by contract or otherwise; provided, however, that for
purposes of clarity, in addition to the foregoing, with respect to any venture capital investor, “Affiliate” shall include any partnership, limited liability company or fund sharing a common management company or similar entity. 







 “Bankruptcy” shall mean (i) the filing of a voluntary petition under any
bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Optionee or any Permitted Transferee, as the case may be, or (ii) the Optionee or any
Permitted Transferee, as the case may be, being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Optionee’s or such Permitted Transferee’s assets, which
involuntary petition or assignment or attachment is not discharged within 60 days after its date, and (iii) the Optionee or any Permitted Transferee being subject to a transfer of the Stock Option or the Issued Shares by operation of law
(including by divorce, even if not insolvent), except by reason of death. 
 “Cause” means a dismissal as a result of
(i) the commission of any act by the Optionee constituting financial dishonesty against the Company or its Subsidiaries (which act would be chargeable as a crime under applicable law); (ii) the Optionee’s engaging in any other act of
dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any of its
Subsidiaries with their respective current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or
criminal legal damages, liabilities or penalties; (iii) the repeated willful failure by the Optionee to follow the directives of the chief executive officer of the Company or any of its Subsidiaries, the Board, or the board of directors of any
of the Company’s Subsidiaries or (iv) any material misconduct, material violation of the Company’s written policies, or willful and deliberate non-performance of duty by the Optionee in connection with the business affairs of the
Company or its Subsidiaries. In the event the Optionee is a party to an employment agreement with the Company or any Subsidiary that contains a different definition of “cause,” the definition set forth in such other agreement shall be
applicable to the Optionee for purposes of this Agreement and not this definition. 
 “Charter” means the Second Amended
and Restated Certificate of Incorporation of the Company, as amended. 
 “Fair Market Value” of the Common Stock on any
given date means the fair market value of the Common Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Common Stock is
admitted to quotation on a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such
date for which there are market quotations; provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Common Stock are reported on a national securities exchange, the Fair
Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering. 

“Permitted Transferees” shall mean any of the following Persons to whom the Optionee may transfer Issued Shares hereunder (as
set forth in Section 8): the Optionee’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the 

  
 2 








 
Optionee is the settlor; provided, however, that any such trust does not require or permit distribution of any Issued Shares during the term of this Agreement unless subject to its
terms. Upon the death of the Optionee (or a Permitted Transferee to whom shares have been transferred hereunder), the term Permitted Transferees shall also include such deceased Optionee’s (or such deceased Permitted Transferee’s) estate,
executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be. 
 “Person”
shall mean any individual, corporation, partnership (limited or general), limited liability company, limited liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. 

“SEC” means the Securities and Exchange Commission or any other federal agency at the time administering the Act. 

“Sale Event” shall mean and include the consummation of any of the following: (i) a merger or consolidation of the
Company with or into any other corporation or other entity in which holders of the Company’s voting securities immediately prior to such merger or consolidation will not, directly or indirectly, continue to hold at least a majority of the
outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions) of all or substantially all of the Company’s and its Subsidiaries assets on a
consolidated basis to an unrelated Person; (iii) the acquisition by any Person or any group of Persons, acting together in any transaction or related series of transactions, of such quantity of the Company’s voting securities as causes
such Person, or group of Persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50 percent or more of the combined voting power of the voting securities of the Company other
than as a result of (A) an acquisition of securities directly from the Company or (B) an acquisition of securities by the Company which by reducing the voting securities outstanding increases the proportionate voting power represented by
the voting securities owned by any such Person or group of Persons to 50 percent or more of the combined voting power of such voting securities; or (iv) the liquidation or dissolution of the Company. 

“Service Relationship” shall mean any relationship as an employee, part-time employee, director or other key person
(including consultants) of the Company or any Subsidiary or any successor entity such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee’s status changes from full-time employee
to part-time employee or consultant. 
 “Subsidiary” means any corporation or other entity (other than the Company) in
which the Company has at least a 50 percent interest, either directly or indirectly. 
 2. Vesting, Exercisability and Termination.

 (a) No portion of this Stock Option may be exercised until such portion shall have vested. 

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option 

  
 3 








 
shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: 
  

			
	 Incremental (Aggregate Number)

of Option Shares Exercisable
	  	 Vesting Date

	 20% of the Option Shares
(20% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(40% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(60% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(80% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares
(100% of the Option Shares)
	  	[______ __, 20[__]

 (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service
Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate): 

(i) Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such
Optionee’s death or disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee
for a period of 12 months from the date of death or disability or until the Expiration Date, if earlier. 
 (ii) Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than death or disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, this Stock Option may be
exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date or other termination date, if earlier; provided however, if the Optionee terminates his
or her Service Relationship, this Stock Option may be exercised, to the extent exercisable on the date of termination, for a period of 30 days from the date of termination or until the Expiration Date or other termination date, if earlier;
provided further, if the Optionee’s Service Relationship is terminated for Cause, this Stock Option shall terminate immediately upon the date of such termination. 

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive
and binding on the Optionee and his or her representatives or legatees or Permitted Transferees. Any portion of this Stock Option that is not exercisable on the date of termination of the employment shall terminate immediately and be null and void.


  
 4 








 (d) It is understood and intended that this Stock Option is intended to qualify as an
“incentive stock option” as defined in Section 422 of the Code to the extent permitted under applicable law. Accordingly, the Optionee understands that in order to obtain the benefits of an incentive stock option under
Section 422 of the Code, no sale or other disposition may be made of Issued Shares for which incentive stock option treatment is desired within the one-year period beginning on the day after the day of
the transfer of such Issued Shares to him or her, nor within the two-year period beginning on the day after the grant of this Stock Option and further that this Stock Option must be exercised within three
months after termination of employment as an employee (or 12 months in the case of death or disability) to qualify as an incentive stock option. If the Optionee disposes (whether by sale, gift, transfer or otherwise) of any such Issued Shares within
either of these periods, he or she will notify the Company within 30 days after such disposition. The Optionee also agrees to provide the Company with any information concerning any such dispositions required by the Company for tax purposes.
Further, to the extent Option Shares and any other incentive stock options of the Optionee having an aggregate Fair Market Value in excess of $100,000 (determined as of the Grant Date) vest in any year, such options will not qualify as incentive
stock options. 
 3. Exercise of Stock Option. 

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock
Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to purchase some or all of the Option Shares with respect to which this Stock Option is exercisable at the time of
such notice. Such notice shall specify the number of Option Shares to be purchased. Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): 

(i) In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to the
Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; 

(ii) By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the
Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a
promissory note if otherwise required by state law; or 
 (iii) if the Initial Public Offering has occurred, then
(A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the
Company, provided that, to the extent required to avoid variable accounting treatment under FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event
with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the 

  
 5 








 
Company a properly executed Exercise Notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the
option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as
the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. 

(b) Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the
Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option
Shares subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares to the Optionee, and the
Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this
Agreement. 
 (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the
Expiration Date. 
 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to
and governed by all the terms and conditions of the Plan. 
 5. Transferability of Stock Option. This Agreement is personal to the
Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the Optionee (or by the Optionee’s
guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such
designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided herein. If the Optionee does
not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the Optionee’s death. 

6. Effect of Certain Transactions. 

(a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in
connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or
a parent thereof, with such adjustment to the number and kind of shares 

  
 6 








 
and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the consummation of the
Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then exercisable. 
 (b) In the event that
this Stock Option is converted into a Converted Award, then this Agreement shall thereafter entitle the holder to the rights of a holder of a Converted Award. 

7. Withholding Taxes. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account of such taxable event. Subject to approval by the
Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Common Stock to be issued or transferring to the Company, a number of shares of
Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the right to deduct from payments of any kind
otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of Option Shares to the
Optionee. 
 8. Restrictions on Transfer of Issued Shares. None of the Issued Shares acquired upon exercise of the Stock Option shall
be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including,
without limitation, the Act, and such disposition is in accordance with the terms and conditions of Sections 8 and 9 hereof and such disposition does not cause the Company to become subject to the reporting requirements of the Exchange Act. In
connection with any transfer of Issued Shares, the Company may require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all
foreign, federal and state securities laws (including, without limitation, the Act). Any attempted disposition of Issued Shares not in accordance with the terms and conditions of Sections 8 and 9 hereof shall be null and void, and the Company shall
not reflect on its records any change in record ownership of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any Issued
Shares. Subject to the foregoing general provisions, Issued Shares may be transferred pursuant to the following specific terms and conditions: 

(a) Transfers to Permitted Transferees. The Optionee may sell, assign, transfer or give away any or all of the Issued Shares to
Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement to the same extent as the Optionee (including, without
limitation, the provisions of Sections 8, 9, 11, 12 and 13(l)) and shall have delivered a written acknowledgment to that effect to the Company. 

  
 7 








 (b) Transfers Upon Death. Upon the death of the Optionee, any Issued Shares then held by
the Optionee at the time of such death and any Issued Shares acquired thereafter by the Optionee’s legal representative pursuant to this Agreement shall be subject to the provisions of Sections 8, 9, 10, 11, 12 and 13(l), if applicable, and the
Optionee’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Issued Shares to the Company or its assigns under the terms contemplated hereby. 

(c) Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to
this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s)
intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and
the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms
offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If the Company
or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or Permitted
Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted
Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such
proposed transferee shall be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11, 12 and 13(l) below to the same extent as
if the Optionee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with
Section 13(a). 
 9. Company’s Right of Repurchase. 

(a) Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events
specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this
Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of
such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice on or before
the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Fair Market Value of the shares, determined as


  
 8 








 
provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to
the Company any certificates representing the Issued Shares being purchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its
assignee’s receipt of the certificates from the Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or
its assignee or assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and
canceling any indebtedness then owed by the Optionee to the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly
endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 13(a). 

(b) Company’s Right to Exercise Repurchase Right. The Company shall have the Repurchase Right in the event that any of the
following events shall occur: 
 (i) The termination of the Optionee’s Service Relationship for any reason whatsoever,
regardless of the circumstances thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily; or 

(ii) The Optionee’s or Permitted Transferee’s Bankruptcy. 

(c) Determination of Fair Market Value. The Fair Market Value of the Issued Shares shall be, for purposes of this Section 9,
determined by the Board as of the date the Board elects to exercise its repurchase rights in connection with a Repurchase Event. 
 10.
Escrow Arrangement. 
 (a) Escrow. In order to carry out the provisions of Sections 8, 9 and 11 of this Agreement more
effectively, the Company shall hold any Issued Shares in escrow together with separate stock powers executed by the Optionee in blank for transfer, and any Permitted Transferee shall, as an additional condition to any transfer of Issued Shares,
execute a like stock power as to such Issued Shares. The Company shall not dispose of the Issued Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby
authorized by the Optionee and any Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Issued Shares being purchased and to
transfer such Issued Shares in accordance with the terms hereof. At such time as any Issued Shares are no longer subject to the Company’s repurchase, first refusal and drag along rights, the Company shall, at the written request of the
Optionee, deliver to the Optionee (or the relevant Permitted Transferee) a certificate representing such Issued Shares with the balance of the Issued Shares to be held in escrow pursuant to this Section 10. 

  
 9 








 (b) Remedy. Without limitation of any other provision of this Agreement or other rights,
in the event that the Optionee, any Permitted Transferees or any other person or entity is required to sell the Optionee’s Issued Shares pursuant to the provisions of Section 8, 9 and 11 of this Agreement and in the further event that he
or she refuses or for any reason fails to deliver to the Company or its designated purchaser of such Issued Shares the certificate or certificates evidencing such Issued Shares together with a related stock power, the Company or such designated
purchaser may deposit the applicable purchase price for such Issued Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Optionee, any Permitted
Transferees or other Person, to be held by such bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Optionee as
provided above. Upon any such deposit and/or offset by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Issued Shares to be sold pursuant to the provisions of Sections 8, 9 and 11,
such Issued Shares shall at such time be deemed to have been sold, assigned, transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if
applicable), and the Company shall record such transfer in its stock transfer book or in any appropriate manner. 
 11. Drag Along
Right. If the Company obtains the requisite approval from (a) the Board and (b) the Company’s stockholders (in accordance with Delaware law and the Charter) for a Liquidation Event or a Qualified IPO (each as defined in the
Charter and each, a “Liquidity Event”), then the Optionee, including any Permitted Transferee, agrees that such Optionee, and such Permitted Transferee, shall: (i) vote any and all voting securities of the Company held by such
Optionee, or such Permitted Transferee, or as to which such Optionee, or Permitted Transferee, has voting power, in favor of the consummation of the proposed Liquidity Event, at any meeting of stockholders of the Company at which such transactions
are considered, by proxy or in any written consent of stockholders of the Company relating thereto, (ii) if applicable, tender all shares of capital stock held by such Optionee, or Permitted Transferee, or as to which such Optionee, or
Permitted Transferee, has power of disposition, which are the subject of such proposed Liquidity Event in accordance with the terms of the proposed Liquidity Event, (iii) consent to and raise no objection against the proposed Liquidity Event,
(iv) if applicable, waive any dissenters’ rights, preemptive rights, appraisal rights or similar rights, as the case may be and (v) use its best efforts to take all other actions, including entering into appropriate agreements and
other documents, reasonably required in order to effectuate fully the Liquidity Event. 
 12. Lockup Provision. 

(a) If requested by the Company or an underwriter in connection with the Initial Public Offering, the Optionee, including any Permitted
Transferee, hereby agrees that such Optionee, or Permitted Transferee, shall not sell, transfer, make any short sale of, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or
otherwise transfer or dispose of any Common Stock (or any other securities of the Company) held by such Optionee, or Permitted Transferee, other than those included in the registration, for a period (the “Lock Up Period”) specified by the
representative of the underwriters of the Common Stock (or any other securities) of the Company not to exceed one 

  
 10 








 
hundred eighty (180) calendar days following the effective date of a registration statement of the Company filed under the Act in connection with such offering (the “Effective
Date”); which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the Company issues or proposes to issue an earnings or
other public release within fifteen (15) days of the expiration of the 180-day lockup period; provided that all current and future officers and directors of the Company and all current and future holders of at least one percent (1%) of the
Company’s voting securities are bound by and have entered into similar agreements. 
 (b) The Optionee, including any Permitted
Transferee, agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter that are consistent with the Optionee’s, or Permitted Transferee’s, obligations under this Section 12 or
that are necessary to give further effect thereto. The obligations described in this Section 12 shall not apply to a (i) a registration statement relating to any employee benefit plan of the Company, (ii) a registration statement of
the Company relating to any corporate reorganization or other transaction under Rule 145 as promulgated by the SEC under the Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by
the SEC, including any registration statements related to the issuance or resale of securities issued in such a transaction, or (iii) a registration statement related to the offer and sale of debt securities. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or any other securities) subject to the foregoing restriction until the end of the relevant market stand-off period. The underwriters of the Company’s stock are intended
third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

13. Miscellaneous Provisions. 

(a) Termination. The Company’s repurchase rights under Section 9, the restrictions on transfer of Issued Shares under
Section 8(c) and the Drag Along obligations under Section 11 shall terminate upon the closing of the Company’s Initial Public Offering or upon any Sale Event, in either case as a result of which shares of the Company (or successor
entity) of the same class as the Issued Shares are registered under Section 12 of the Exchange Act and publicly traded on any national securities exchange. 

(b) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(c) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the
Company’s stock, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Issued Shares.


  
 11 








 (d) Change and Modifications. This Agreement may not be orally changed, modified or
terminated, nor shall any oral waiver of any of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee. 

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope hereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Arizona, without regard to conflict of law principles that would result in the application of any
law other than the law of the State of Arizona. 
 (f) Headings. The headings are intended only for convenience in finding the
subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall
in no manner affect the legality or enforceability of any other provision hereof. 
 (h) Notices. All notices, requests, consents and
other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the
Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

(i) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their
respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment. 

(j) Dispute Resolution. Except as provided below, any dispute arising out of or relating to this Agreement or the breach, termination
or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S. Rules”). The arbitration shall be governed
by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. The place of arbitration shall
be Phoenix, Arizona. 
 The parties covenant and agree that the arbitration shall commence within 60 days of the date on which a written
demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any third-party witnesses. In addition, each party may
take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not have the power to order the answering of
interrogatories or the response to requests for admission. In 

  
 12 








 
connection with any arbitration, each party shall provide to the other, no later than seven business days before the date of the arbitration, the identity of all persons that may testify at the
arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and delivered within six months of the selection of
the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of actual compensatory damages and shall not multiply
actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. 

The parties covenant and agree that they will participate in the arbitration in good faith. This Section 13(j) applies equally to
requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm. 
 Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any United States District Court
of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim
that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to
seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of the parties hereto hereby consents to service of process by registered mail at the address to which
notices are to be given. Each of the parties hereto agrees that its, his or her submission to jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against
any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction. 

(k) Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 
 (l) Right of
First Refusal and Co-Sale Agreement. The Optionee, including any Permitted Transferee, agrees that if the Optionee, or Permitted Transferee, holds at least one percent (1%) of the Company’s then outstanding shares of capital stock, it
shall become a party to the Right of First Refusal, Co-Sale and Voting Agreement dated as of October 9, 2007, by and among the Company and the other parties thereto, as amended from time to time, as a “Restricted Stockholder”
thereunder. 
 [SIGNATURE PAGE FOLLOWS] 

  
 13 








 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to
by the undersigned as of the date first above written. 
  

			
	TPI COMPOSITES, INC.
		
	By:	 	 
		 	Name:
		 	Title:


 
			
		
	Address:	 	
		
	 	 	 
		
	 	 	 
		
	 	 	 


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned as of the date first above written. 
  

	
	OPTIONEE:
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 


  

	
	SPOUSE’S CONSENT1
	 I acknowledge that I have read the
 foregoing
Incentive Stock Option Agreement
 and understand the contents thereof.

	   


  
  

	1 	A spouse’s consent is required only if the Optionee’s state of residence is one of the following community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and
Wisconsin. 


  
 14 








 
	
	DESIGNATED BENEFICIARY:
	
	   

	
	Beneficiary’s Address:
	
	 
	
	 
	
	 



  
 15 








 Appendix A 

STOCK OPTION EXERCISE NOTICE 
 TPI
Composites, Inc. 
 Attention:
[                            ] 

 
  

 
  

Pursuant to the terms of my stock option agreement dated
                     (the “Agreement”) under the TPI Composites, Inc. (f/k/a LCSI Holding, Inc.) 2008 Stock Option and Grant Plan,
I, [Insert Name]                             , hereby [Circle One] partially/fully exercise such
option by including herein payment in the amount of $                     representing the purchase price for [Fill in number of Option
Shares]                     option shares. I have chosen the following form(s) of payment: 

 

	 	[    ]	1.         Cash 


	 	[    ]	2.         Certified or bank check payable to TPI Composites, Inc. 


	 	[    ]	3.         Other (as described in the Agreement (please describe)) 


                        
                                         
                                         
              . 
 In connection with my exercise of the option as
set forth above, I hereby represent and warrant to TPI Composites, Inc. as follows: 
 (i) I am purchasing the option shares
for my own account for investment only, and not for resale or with a view to the distribution thereof. 
 (ii) I have had
such an opportunity as I have deemed adequate to obtain from TPI Composites, Inc. such information as is necessary to permit me to evaluate the merits and risks of my investment in TPI Composites, Inc. and have consulted with my own advisers with
respect to my investment in TPI Composites, Inc. 
 (iii) I have sufficient experience in business, financial and investment
matters to be able to evaluate the risks involved in the purchase of the option shares and to make an informed investment decision with respect to such purchase. 

(iv) I can afford a complete loss of the value of the option shares and am able to bear the economic risk of holding such
option shares for an indefinite period of time. 
 (v) I understand that the option shares may not be registered under the
Securities Act of 1933 (it being understood that the option shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or
otherwise transferred or disposed of in the absence of an effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from


  
 16 








 
the registration requirement thereof). I further acknowledge that certificates representing option shares will bear restrictive legends reflecting the foregoing. 

 

	
	Sincerely yours,
	
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 



  
 17 








 NON-QUALIFIED STOCK OPTION AGREEMENT 

UNDER THE TPI COMPOSITES, INC. (F/K/A LCSI HOLDING, INC.) 

2008 STOCK OPTION AND GRANT PLAN 
  

			
		
	Name of Optionee:	  	                                 (the
“Optionee”)
		
	No. of Option Shares:	  	                     Shares of Common Stock
		
	Grant Date:	  	                                 (the “Grant
Date”)
		
	Expiration Date:	  	                                 (the “Expiration
Date”)
		
	Option Exercise Price/Share:	  	$                                 (the “Option Exercise
Price”)

 Pursuant to the TPI Composites, Inc. (f/k/a LCSI Holding, Inc.) 2008 Stock Option and Grant Plan (the
“Plan”), TPI Composites, Inc. (f/k/a LCSI Holding, Inc.), a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key
person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Common Stock, par
value $0.01 per share (“Common Stock”), of the Company indicated above (the “Option Shares,” and such shares once issued shall be referred to as the “Issued Shares”), at the Option Exercise Price per share, subject to
the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in Section 422(b) of
the Internal Revenue Code of 1986, as amended from time to time (the “Code”). 
 1. Definitions. For the purposes of this
Agreement, the following terms shall have the following respective meanings. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan. 

“Affiliate” shall mean any person or entity that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with such person or entity (or such person’s or entity’s successors and assigns). For purposes of this definition, a person or entity shall be deemed to be “controlled by” another person
or entity if the other possesses, directly or indirectly, power either (i) to vote fifty percent (50%) or more of the securities having ordinary voting power for the election of directors of such person or entity, or (ii) to direct or
cause the direction of the management and policies of such person or entity whether by contract or otherwise; provided, however, that for purposes of clarity, in addition to the foregoing, with respect to any venture capital investor,
“Affiliate” shall include any partnership, limited liability company or fund sharing a common management company or similar entity. 

“Bankruptcy” shall mean (i) the filing of a voluntary petition under any bankruptcy or insolvency law, or a petition for
the appointment of a receiver or the making of an 







 
assignment for the benefit of creditors, with respect to the Optionee or any Permitted Transferee, as the case may be, or (ii) the Optionee or any Permitted Transferee, as the case may be,
being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the Optionee’s or such Permitted Transferee’s assets, which involuntary petition or assignment or
attachment is not discharged within 60 days after its date, and (iii) the Optionee or any Permitted Transferee being subject to a transfer of the Stock Option or the Issued Shares by operation of law (including by divorce, even if not
insolvent), except by reason of death. 
 “Cause” means a dismissal as a result of (i) the commission of any act by
the Optionee constituting financial dishonesty against the Company or its Subsidiaries (which act would be chargeable as a crime under applicable law); (ii) the Optionee’s engaging in any other act of dishonesty, fraud, intentional
misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by the Board, would: (A) materially adversely affect the business or the reputation of the Company or any of its Subsidiaries with their respective
current or prospective customers, suppliers, lenders and/or other third parties with whom such entity does or might do business; or (B) expose the Company or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or
penalties; (iii) the repeated willful failure by the Optionee to follow the directives of the chief executive officer of the Company or any of its Subsidiaries, the Board, or the board of directors of any of the Company’s Subsidiaries or
(iv) any material misconduct, material violation of the Company’s written policies, or willful and deliberate non-performance of duty by the Optionee in connection with the business affairs of the Company or its Subsidiaries. In the event
the Optionee is a party to an employment agreement with the Company or any Subsidiary that contains a different definition of “cause,” the definition set forth in such other agreement shall be applicable to the Optionee for purposes of
this Agreement and not this definition. 
 “Charter” means the Second Amended and Restated Certificate of Incorporation of
the Company, as amended. 
 “Fair Market Value” of the Common Stock on any given date means the fair market value of the
Common Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code. If the Common Stock is admitted to quotation on a national securities
exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are market quotations;
provided further, however, that if the date for which Fair Market Value is determined is the first day when trading prices for the Common Stock are reported on a national securities exchange, the Fair Market Value shall be the “Price to the
Public” (or equivalent) set forth on the cover page for the final prospectus relating to the Company’s Initial Public Offering. 

“Permitted Transferees” shall mean any of the following Persons to whom the Optionee may transfer Issued Shares hereunder (as
set forth in Section 8): the Optionee’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the Optionee is the settlor; provided, however, that any such trust does not require or
permit distribution of any Issued Shares during the term of this Agreement unless subject to its terms. 

  
 2 








 
Upon the death of the Optionee (or a Permitted Transferee to whom shares have been transferred hereunder), the term Permitted Transferees shall also include such deceased Optionee’s (or such
deceased Permitted Transferee’s) estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be. 

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited
liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. 
 “SEC” means
the Securities and Exchange Commission or any other federal agency at the time administering the Act. 
 “Sale Event” shall
mean and include the consummation of any of the following: (i) a merger or consolidation of the Company with or into any other corporation or other entity in which holders of the Company’s voting securities immediately prior to such merger
or consolidation will not, directly or indirectly, continue to hold at least a majority of the outstanding voting securities of the Company; (ii) a sale, lease, exchange or other transfer (in one transaction or a related series of transactions)
of all or substantially all of the Company’s and its Subsidiaries assets on a consolidated basis to an unrelated Person; (iii) the acquisition by any Person or any group of Persons, acting together in any transaction or related series of
transactions, of such quantity of the Company’s voting securities as causes such Person, or group of Persons, to own beneficially, directly or indirectly, as of the time immediately after such transaction or series of transactions, 50 percent
or more of the combined voting power of the voting securities of the Company other than as a result of (A) an acquisition of securities directly from the Company or (B) an acquisition of securities by the Company which by reducing the
voting securities outstanding increases the proportionate voting power represented by the voting securities owned by any such Person or group of Persons to 50 percent or more of the combined voting power of such voting securities; or (iv) the
liquidation or dissolution of the Company. 
 “Service Relationship” shall mean any relationship as an employee, part-time
employee, director or other key person (including consultants) of the Company or any Subsidiary or any successor entity such that, for example, a Service Relationship shall be deemed to continue without interruption in the event the Optionee’s
status changes from full-time employee to part-time employee or consultant. 
 “Subsidiary” means any corporation or other
entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly. 
 2. Vesting,
Exercisability and Termination. 
 (a) No portion of this Stock Option may be exercised until such portion shall have vested. 

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule
hereunder, this Stock Option shall be vested and exercisable with respect to the Option Shares on the respective dates indicated below: 

  
 3 









			
	 Incremental (Aggregate Number)

of Option Shares Exercisable
	  	 Vesting Date

	 20% of the Option Shares

(20% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares

(40% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares

(60% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares

(80% of the Option Shares)
	  	[______ __, 20[__]
	 20% of the Option Shares

(100% of the Option Shares)
	  	[______ __, 20[__]

 (c) Termination. Except as may otherwise be provided by the Committee, if the Optionee’s Service
Relationship is terminated, the period within which to exercise this Stock Option will be subject to earlier termination as set forth below (and if not exercised within such period, shall thereafter terminate): 

(i) Termination Due to Death or Disability. If the Optionee’s Service Relationship terminates by reason of such
Optionee’s death or disability (as defined in Section 422(c) of the Code), this Stock Option may be exercised, to the extent exercisable on the date of such termination, by the Optionee, the Optionee’s legal representative or legatee
for a period of 12 months from the date of death or disability or until the Expiration Date, if earlier. 
 (ii) Other
Termination. If the Optionee’s Service Relationship terminates for any reason other than death or disability (as defined in Section 422(c) of the Code), and unless otherwise determined by the Committee, this Stock Option may be
exercised, to the extent exercisable on the date of termination, for a period of 90 days from the date of termination or until the Expiration Date or other termination date, if earlier; provided however, if the Optionee’s Service
Relationship is terminated for Cause or if the Optionee terminates his or her Service Relationship, this Stock Option shall terminate immediately upon the date of such termination. 

For purposes hereof, the Committee’s determination of the reason for termination of the Optionee’s employment shall be conclusive
and binding on the Optionee and his or her representatives or legatees or Permitted Transferees. Any portion of this Stock Option that is not exercisable on the date of termination of the employment shall terminate immediately and be null and void.

 3. Exercise of Stock Option. 

(a) The Optionee may exercise this Stock Option only in the following manner: Prior to the Expiration Date, the Optionee may deliver a Stock
Option exercise notice (an “Exercise Notice”) in the form of Appendix A hereto indicating his or her election to 

  
 4 








 
purchase some or all of the Option Shares with respect to which this Stock Option is exercisable at the time of such notice. Such notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price may be made by one or more of the methods described below (payment instruments will be received subject to collection): 

(i) In cash, by certified or bank check, by wire transfer of immediately available funds, or other instrument acceptable to
the Committee in U.S. funds payable to the order of the Company in an amount equal to the purchase price of such Option Shares; 

(ii) By the Optionee delivering to the Company a promissory note if the Board has expressly authorized the loan of funds to the
Optionee for the purpose of enabling or assisting the Optionee to effect the exercise of his or her Stock Option; provided, that at least so much of the exercise price as represents the par value of the Stock shall be paid other than with a
promissory note if otherwise required by state law; or 
 (iii) if the Initial Public Offering has occurred, then
(A) through the delivery (or attestation to ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not subject to restrictions under any plan of the
Company, provided that, to the extent required to avoid variable accounting treatment under FAS 123R or other applicable accounting rules, such surrendered shares shall have been owned by the Optionee for at least six months, and in any event
with an aggregate Fair Market Value (as of the date of such exercise) equal to the option purchase price, (B) by the Optionee delivering to the Company a properly executed Exercise Notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure, or (C) a combination of (i), (ii), (iii)(A) and (iii)(B) above. 

(b) Certificates for the Option Shares so purchased will be issued and delivered to the Optionee upon compliance to the satisfaction of the
Committee with all requirements under applicable laws or regulations in connection with such issuance. Until the Optionee shall have complied with the requirements hereof and of the Plan, the Company shall be under no obligation to issue the Option
Shares subject to this Stock Option, and the determination of the Committee as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect
to, any shares of Common Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares to the Optionee, and the
Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this
Agreement. 

  
 5 








 (c) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option
shall be exercisable after the Expiration Date. 
 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this
Stock Option shall be subject to and governed by all the terms and conditions of the Plan. 
 5. Transferability of Stock Option.
This Agreement is personal to the Optionee and is not transferable by the Optionee in any manner other than by will or by the laws of descent and distribution. The Stock Option may be exercised during the Optionee’s lifetime only by the
Optionee (or by the Optionee’s guardian or personal representative in the event of the Optionee’s incapacity). The Optionee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company,
and may revoke or change such designation at any time by filing written notice of revocation or change with the Company; such beneficiary may exercise the Optionee’s Stock Option in the event of the Optionee’s death to the extent provided
herein. If the Optionee does not designate a beneficiary, or if the designated beneficiary predeceases the Optionee, the legal representative of the Optionee may exercise this Stock Option to the extent provided herein in the event of the
Optionee’s death. 
 6. Effect of Certain Transactions. 

(a) In the case of a Sale Event, this Stock Option shall terminate upon the effective time of such Sale Event unless provision is made in
connection with such transaction, in the sole discretion of the parties thereto, for the continuation or assumption of this Stock Option heretofore granted, or the substitution of this Stock Option with a new Stock Option of the successor entity or
a parent thereof, with such adjustment to the number and kind of shares and the per share exercise prices as such parties shall agree. In the event of such a termination, the Optionee shall be permitted, for a specified period of time prior to the
consummation of the Sale Event as determined by the Committee, to exercise all portions of the Stock Option which are then exercisable. 

(b) In the event that this Stock Option is converted into a Converted Award, then this Agreement shall thereafter entitle the holder to the
rights of a holder of a Converted Award. 
 7. Withholding Taxes. The Optionee shall, not later than the date as of which the
exercise of this Stock Option becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes required by law to be withheld on account
of such taxable event. Subject to approval by the Committee, the Optionee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from shares of Common Stock to be issued or
transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Optionee acknowledges and agrees that the Company or any Subsidiary of the Company has the
right to deduct from payments of any kind otherwise due to the Optionee, or from the Option Shares to be issued in respect of an exercise of this Stock Option, any federal, state or local taxes of any kind required by law to be withheld with respect
to the issuance of Option Shares to the Optionee. 

  
 6 








 8. Restrictions on Transfer of Issued Shares. None of the Issued Shares acquired upon
exercise of the Stock Option shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all
applicable securities laws (including, without limitation, the Act, and such disposition is in accordance with the terms and conditions of Sections 8 and 9 hereof and such disposition does not cause the Company to become subject to the reporting
requirements of the Exchange Act. In connection with any transfer of Issued Shares, the Company may require the transferor to provide at the Optionee’s own expense an opinion of counsel to the transferor, satisfactory to the Company, that such
transfer is in compliance with all foreign, federal and state securities laws (including, without limitation, the Act). Any attempted disposition of Issued Shares not in accordance with the terms and conditions of Sections 8 and 9 hereof shall be
null and void, and the Company shall not reflect on its records any change in record ownership of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to
any such disposition of any Issued Shares. Subject to the foregoing general provisions, Issued Shares may be transferred pursuant to the following specific terms and conditions: 

(a) Transfers to Permitted Transferees. The Optionee may sell, assign, transfer or give away any or all of the Issued Shares to
Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be subject to the provisions of this Agreement to the same extent as the Optionee (including, without
limitation, the provisions of Sections 8, 9, 11, 12 and 13(l)) and shall have delivered a written acknowledgment to that effect to the Company. 

(b) Transfers Upon Death. Upon the death of the Optionee, any Issued Shares then held by the Optionee at the time of such death and any
Issued Shares acquired thereafter by the Optionee’s legal representative pursuant to this Agreement shall be subject to the provisions of Sections 8, 9, 10, 11, 12 and 13(l), if applicable, and the Optionee’s estate, executors,
administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Issued Shares to the Company or its assigns under the terms contemplated hereby. 

(c) Company’s Right of First Refusal. In the event that the Optionee (or any Permitted Transferee holding Issued Shares subject to
this Section 8(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Optionee (or Permitted Transferee) first shall give written notice to the Company of the Optionee’s (or Permitted Transferee’s)
intention to make such transfer. Such notice shall state the number of Issued Shares which the Optionee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and
the name and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms
offered by the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Optionee (or Permitted Transferee) within the foregoing 30-day period. If
the Company or its assigns elect to exercise its purchase rights under this Section 8(c), the closing for such purchase shall, in any event, take place within 45 days after the receipt by the Company of the initial notice from the Optionee (or
Permitted Transferee). In the event that the Company or its assigns do not elect to 

  
 7 








 
exercise such purchase right, or in the event that the Company or its assigns do not pay the full purchase price within such 45-day period, the Optionee (or Permitted Transferee) may, within 60
days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms as specified in the Optionee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall be
deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement, including without limitation, the provisions of Sections 8, 9, 10, 11, 12 and 13(l) below to the same extent as if the Optionee continued to
hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement. Notwithstanding the foregoing, the restrictions under this Section 8(c) shall terminate in accordance with Section 13(a). 

9. Company’s Right of Repurchase. 

(a) Right of Repurchase. The Company shall have the right (the “Repurchase Right”) upon the occurrence of any of the events
specified in Section 9(b) below (the “Repurchase Event”) to repurchase from the Optionee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued Shares held or subsequently acquired upon exercise of this
Stock Option in accordance with the terms hereof by the Optionee (or any Permitted Transferee) at the price per share specified below. The Repurchase Right may be exercised by the Company within the later of (i) six months following the date of
such event or (ii) seven months after the exercise of this Stock Option (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Optionee or any Permitted Transferee written notice on or before
the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the Optionee or any Permitted Transferee an amount equal to the Fair Market Value of the shares, determined as
provided in Section 9(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Optionee and any Permitted Transferees shall promptly surrender to the Company any certificates representing the Issued
Shares being purchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s receipt of the certificates from the
Optionee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or assignees shall deliver to him, her
or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any indebtedness then owed by the Optionee to
the Company. At such time, the Optionee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for transfer, free and clear of any liens or
encumbrances. The Repurchase Right shall terminate in accordance with Section 13(a). 
 (b) Company’s Right to Exercise
Repurchase Right. The Company shall have the Repurchase Right in the event that any of the following events shall occur: 

(i) The termination of the Optionee’s Service Relationship for any reason whatsoever, regardless of the circumstances
thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily; or 

  
 8 








 (ii) The Optionee’s or Permitted Transferee’s Bankruptcy. 

(c) Determination of Fair Market Value. The Fair Market Value of the Issued Shares shall be, for purposes of this Section 9,
determined by the Board as of the date the Board elects to exercise its repurchase rights in connection with a Repurchase Event. 
 10.
Escrow Arrangement. 
 (a) Escrow. In order to carry out the provisions of Sections 8, 9 and 11 of this Agreement more
effectively, the Company shall hold any Issued Shares in escrow together with separate stock powers executed by the Optionee in blank for transfer, and any Permitted Transferee shall, as an additional condition to any transfer of Issued Shares,
execute a like stock power as to such Issued Shares. The Company shall not dispose of the Issued Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby
authorized by the Optionee and any Permitted Transferee, as the Optionee’s and each such Permitted Transferee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Issued Shares being purchased and to
transfer such Issued Shares in accordance with the terms hereof. At such time as any Issued Shares are no longer subject to the Company’s repurchase, first refusal and drag along rights, the Company shall, at the written request of the
Optionee, deliver to the Optionee (or the relevant Permitted Transferee) a certificate representing such Issued Shares with the balance of the Issued Shares to be held in escrow pursuant to this Section 10. 

(b) Remedy. Without limitation of any other provision of this Agreement or other rights, in the event that the Optionee, any Permitted
Transferees or any other person or entity is required to sell the Optionee’s Issued Shares pursuant to the provisions of Section 8, 9 and 11 of this Agreement and in the further event that he or she refuses or for any reason fails to
deliver to the Company or its designated purchaser of such Issued Shares the certificate or certificates evidencing such Issued Shares together with a related stock power, the Company or such designated purchaser may deposit the applicable purchase
price for such Issued Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Optionee, any Permitted Transferees or other Person, to be held by such
bank or accounting firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Optionee as provided above. Upon any such deposit and/or offset
by the Company or its designated purchaser of such amount and upon notice to the Person who was required to sell the Issued Shares to be sold pursuant to the provisions of Sections 8, 9 and 11, such Issued Shares shall at such time be deemed to have
been sold, assigned, transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer
in its stock transfer book or in any appropriate manner. 
 11. Drag Along Right. If the Company obtains the requisite approval from
(a) the Board and (b) the Company’s stockholders (in accordance with Delaware law and the Charter) for a Liquidation Event or a Qualified IPO (each as defined in the Charter and each, a “Liquidity Event”), then the Optionee,
including any Permitted Transferee, agrees that such Optionee, and such Permitted Transferee, shall: (i) vote any and all voting securities of the Company held by 

  
 9 








 
such Optionee, or such Permitted Transferee, or as to which such Optionee, or Permitted Transferee, has voting power, in favor of the consummation of the proposed Liquidity Event, at any meeting
of stockholders of the Company at which such transactions are considered, by proxy or in any written consent of stockholders of the Company relating thereto, (ii) if applicable, tender all shares of capital stock held by such Optionee, or
Permitted Transferee, or as to which such Optionee, or Permitted Transferee, has power of disposition, which are the subject of such proposed Liquidity Event in accordance with the terms of the proposed Liquidity Event, (iii) consent to and
raise no objection against the proposed Liquidity Event, (iv) if applicable, waive any dissenters’ rights, preemptive rights, appraisal rights or similar rights, as the case may be and (v) use its best efforts to take all other
actions, including entering into appropriate agreements and other documents, reasonably required in order to effectuate fully the Liquidity Event. 

12. Lockup Provision. 

(a) If requested by the Company or an underwriter in connection with the Initial Public Offering, the Optionee, including any Permitted
Transferee, hereby agrees that such Optionee, or Permitted Transferee, shall not sell, transfer, make any short sale of, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or
otherwise transfer or dispose of any Common Stock (or any other securities of the Company) held by such Optionee, or Permitted Transferee, other than those included in the registration, for a period (the “Lock Up Period”) specified by the
representative of the underwriters of the Common Stock (or any other securities) of the Company not to exceed one hundred eighty (180) calendar days following the effective date of a registration statement of the Company filed under the Act in
connection with such offering (the “Effective Date”); which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen (15) days if the
Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period; provided that all current and future officers and directors of the Company and all current and
future holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. 

(b) The Optionee, including any Permitted Transferee, agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter that are consistent with the Optionee’s, or Permitted Transferee’s, obligations under this Section 12 or that are necessary to give further effect thereto. The obligations described in this
Section 12 shall not apply to a (i) a registration statement relating to any employee benefit plan of the Company, (ii) a registration statement of the Company relating to any corporate reorganization or other transaction under
Rule 145 as promulgated by the SEC under the Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the SEC, including any registration statements related to the issuance or resale
of securities issued in such a transaction, or (iii) a registration statement related to the offer and sale of debt securities. The Company may impose stop-transfer instructions with respect to the shares of Common Stock (or any other
securities) subject to the foregoing restriction until the end of the relevant market stand-off period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have the right, power and
authority to enforce the provisions hereof as though they were a party hereto. 

  
 10 









	13.	Miscellaneous Provisions. 

 (a) Termination. The Company’s repurchase rights
under Section 9, the restrictions on transfer of Issued Shares under Section 8(c) and the Drag Along obligations under Section 11 shall terminate upon the closing of the Company’s Initial Public Offering or upon any Sale Event,
in either case as a result of which shares of the Company (or successor entity) of the same class as the Issued Shares are registered under Section 12 of the Exchange Act and publicly traded on any national securities exchange. 

(b) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(c) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the
Company’s stock, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Optionee in exchange for, or by virtue of his or her ownership of, Issued Shares.

 (d) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any
of its terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Optionee. 

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope hereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Arizona, without regard to conflict of law principles that would result in the application of any
law other than the law of the State of Arizona. 
 (f) Headings. The headings are intended only for convenience in finding the
subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall
in no manner affect the legality or enforceability of any other provision hereof. 
 (h) Notices. All notices, requests, consents and
other communications shall be in writing and be deemed given when delivered personally, by telex or facsimile transmission or when received if mailed by first class registered or certified mail, postage prepaid. Notices to the Company or the
Optionee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

  
 11 








 (i) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to
the extent of such assignment. 
 (j) Dispute Resolution. Except as provided below, any dispute arising out of or relating to this
Agreement or the breach, termination or validity hereof shall be finally settled by binding arbitration conducted expeditiously in accordance with the J.A.M.S./Endispute Comprehensive Arbitration Rules and Procedures (the “J.A.M.S.
Rules”). The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrators may be entered by any court having
jurisdiction thereof. The place of arbitration shall be Phoenix, Arizona. 
 The parties covenant and agree that the arbitration shall
commence within 60 days of the date on which a written demand for arbitration is filed by any party hereto. In connection with the arbitration proceeding, the arbitrator shall have the power to order the production of documents by each party and any
third-party witnesses. In addition, each party may take up to three depositions as of right, and the arbitrator may in his or her discretion allow additional depositions upon good cause shown by the moving party. However, the arbitrator shall not
have the power to order the answering of interrogatories or the response to requests for admission. In connection with any arbitration, each party shall provide to the other, no later than seven business days before the date of the arbitration, the
identity of all persons that may testify at the arbitration and a copy of all documents that may be introduced at the arbitration or considered or used by a party’s witness or expert. The arbitrator’s decision and award shall be made and
delivered within six months of the selection of the arbitrator. The arbitrator’s decision shall set forth a reasoned basis for any award of damages or finding of liability. The arbitrator shall not have power to award damages in excess of
actual compensatory damages and shall not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this Agreement, and each party hereby irrevocably waives any claim to such damages. 

The parties covenant and agree that they will participate in the arbitration in good faith. This Section 13(j) applies equally to
requests for temporary, preliminary or permanent injunctive relief, except that in the case of temporary or preliminary injunctive relief any party may proceed in court without prior arbitration for the limited purpose of avoiding immediate and
irreparable harm. 
 Each of the parties hereto (i) hereby irrevocably submits to the jurisdiction of any United States District Court
of competent jurisdiction for the purpose of enforcing the award or decision in any such proceeding, (ii) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim
that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution (except as protected by applicable law), that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and hereby waives and agrees not to
seek any review by any court of any other jurisdiction which may be called upon to grant an enforcement of the judgment of any such court. Each of 

  
 12 








 
the parties hereto hereby consents to service of process by registered mail at the address to which notices are to be given. Each of the parties hereto agrees that its, his or her submission to
jurisdiction and its, his or her consent to service of process by mail is made for the express benefit of the other parties hereto. Final judgment against any party hereto in any such action, suit or proceeding may be enforced in other jurisdictions
by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction. 
 (k)
Counterparts. For the convenience of the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

 (l) Right of First Refusal and Co-Sale Agreement. The Optionee, including any Permitted Transferee, agrees that if the Optionee,
or Permitted Transferee, holds at least one percent (1%) of the Company’s then outstanding shares of capital stock, it shall become a party to the Right of First Refusal, Co-Sale and Voting Agreement dated as of October 9, 2007, by
and among the Company and the other parties thereto, as amended from time to time, as a “Restricted Stockholder” thereunder. 

[SIGNATURE PAGE FOLLOWS] 

  
 13 








 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to
by the undersigned as of the date first above written. 
  

			
	TPI COMPOSITES, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	Address:
	
	 
	
	 
	
	 


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned as of the date first above written. 
  

	
	OPTIONEE:
	
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 


  

	
	
	SPOUSE’S CONSENT1
	I acknowledge that I have read the
	foregoing Non-Qualified Stock Option Agreement
	and understand the contents thereof.
	
	 

  
  

	1 	A spouse’s consent is required only if the Optionee’s state of residence is one of the following community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and
Wisconsin. 


  
 14 








 
	
	DESIGNATED BENEFICIARY:
	
	   

	  
 Beneficiary’s Address:

	
	 
	
	 
	
	 



  
 15 








 Appendix A 

STOCK OPTION EXERCISE NOTICE 
 TPI
Composites, Inc. 
 Attention:
[                                    ] 

 
  

Pursuant to the terms of my stock option agreement dated
                     (the “Agreement”) under the TPI Composites, Inc. (f/k/a LCSI Holding, Inc.) 2008 Stock Option and Grant Plan,
I, [Insert Name]                             , hereby [Circle One] partially/fully exercise such
option by including herein payment in the amount of $                     representing the purchase price for [Fill in number of Option
Shares]                      option shares. I have chosen the following form(s) of payment: 

 

	 	[    ]	1.     Cash 


	 	[    ]	2.     Certified or bank check payable to TPI Composites, Inc. 


	 	[    ]	3.     Other (as described in the Agreement (please describe)) 


	 	  	                                    
                                         
                           . 


In connection with my exercise of the option as set forth above, I hereby represent and warrant to TPI Composites, Inc. as follows: 

(i) I am purchasing the option shares for my own account for investment only, and not for resale or with a view to the
distribution thereof. 
 (ii) I have had such an opportunity as I have deemed adequate to obtain from TPI Composites, Inc.
such information as is necessary to permit me to evaluate the merits and risks of my investment in TPI Composites, Inc. and have consulted with my own advisers with respect to my investment in TPI Composites, Inc. 

(iii) I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in
the purchase of the option shares and to make an informed investment decision with respect to such purchase. 
 (iv) I can
afford a complete loss of the value of the option shares and am able to bear the economic risk of holding such option shares for an indefinite period of time. 

(v) I understand that the option shares may not be registered under the Securities Act of 1933 (it being understood that the
option shares are being issued and sold in reliance on the exemption provided in Rule 701 thereunder) or any applicable state securities or “blue sky” laws and may not be sold or otherwise transferred or disposed of in the absence of an
effective registration statement under the Securities Act of 1933 and under any applicable state securities or “blue sky” laws (or exemptions from 

  
 16 








 
the registration requirement thereof). I further acknowledge that certificates representing option shares will bear restrictive legends reflecting the foregoing. 

 

	
	Sincerely yours,
	
	   

	Name:
	
	Address:
	
	 
	
	 
	
	 



  
 17 








 STOCK APPRECIATION RIGHT AGREEMENT 

UNDER THE LCSI HOLDING, INC. 

2008 STOCK OPTION AND GRANT PLAN 
  

			
		
	Name of Grantee:	  	                             (the “Grantee”)
		
	No. of SAR Shares:	  	                     Shares of Common Stock
		
	Grant Date:	  	May     , 2008 (the “Grant Date”)
		
	Expiration Date:	  	January 1, 2012 (the “Expiration Date”)
		
	Exercise Price Per Share:	  	$6,205.36 (the “Exercise Price”)

 Pursuant to the LCSI Holding, Inc. 2008 Stock Option and Grant Plan (the “Plan”), LCSI Holding,
Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Grantee, who is an employee of the Company or one of its Subsidiaries, the number of Stock Appreciation Rights specified above (the
“SARs”). Each of the SARs granted herein relates to one share of Common Stock, par value $0.01 per share (the “Common Stock”) of the Company indicated above (the “SARs Shares” and such shares once issued shall be
referred to as the “Issued Shares”). This Agreement provides for the exercise of all or a portion of the number of SARs specified above at the Exercise Price specified above and to the issuance of shares of Common Stock to the Grantee as
payment therefore in accordance with Section 3 of this Stock Appreciation Right Agreement (the “Agreement”), subject to the terms and conditions set forth in this Agreement and in the Plan. 

1. Definitions. For the purposes of this Agreement, the following terms shall have the following respective meanings. All capitalized
terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan. 
 “Bankruptcy” shall
mean (i) the filing of a voluntary petition under any bankruptcy or insolvency law, or a petition for the appointment of a receiver or the making of an assignment for the benefit of creditors, with respect to the Grantee or any Permitted
Transferee, as the case may be, or (ii) the Grantee or any Permitted Transferee, as the case may be, being subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to the
Grantee’s or such Permitted Transferee’s assets, which involuntary petition or assignment or attachment is not discharged within 60 days after its date, and (iii) the Grantee or any Permitted Transferee being subject to a transfer of
the SARs or the Issued Shares by operation of law (including by divorce, even if not insolvent), except by reason of death. 

“Cause” means a vote of the Committee resolving that the Grantee should be dismissed as a result of (i) the commission
of any act by the Grantee constituting financial dishonesty against the Company and/or any of its Subsidiaries (which act would be chargeable as a crime under applicable law); (ii) the Grantee’s engaging in any other act of dishonesty,
fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in 







 
good faith by the Committee, would (A) materially adversely affect the business or the reputation of the Company and/or any of its Subsidiaries with its current or prospective customers,
suppliers, lenders and/or other third parties with whom it does or might do business, or (B) expose the Company and/or any of its Subsidiaries to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated
failure by the Grantee to follow the directives of the Company’s chief executive officer or Board or (iv) any material misconduct, violation of the Company’s or its Subsidiaries policies, or willful and deliberate non-performance of
duty by the Grantee in connection with the business affairs of the Company and/or any of its Subsidiaries. 
 “Charter”
means the Second Amended and Restated Certificate of Incorporation of the Company, as amended. 
 “Company Sale” shall be
deemed to have occurred upon the consummation of (i) the dissolution or liquidation of the Company, (ii) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity,
(iii) a merger, reorganization or consolidation in which the outstanding shares of the Company’s capital stock are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting
power immediately prior to such transaction do not own a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, (iv) the sale of all or a majority of the outstanding capital stock of
the Company to an unrelated person or entity or (v) any other transaction in which, the owners of the Company’s outstanding voting power prior to such transaction do not own at least a majority of the outstanding voting power of the
successor entity immediately upon completion of the transaction. 
 “Event Date” means the earlier of (a) the date of
a Company Sale, (b) 180 days after the closing of the Initial Public Offering and (c) January 1, 2012. 
 “Fair
Market Value” of the Common Stock on any given date means the fair market value of the Common Stock determined in good faith by the Committee based on the reasonable application of a reasonable valuation method not inconsistent with
Section 409A of the Code. If the Common Stock is admitted to quotation on a national securities exchange, the determination shall be made by reference to market quotations. If there are no market quotations for such date, the determination
shall be made by reference to market quotations. 
 “Initial Public Offering” means the Company’s first firm
commitment underwritten public offering of its Common Stock registered under the Act. 
 “Permitted Transferees” shall mean
any of the following Persons to whom the Grantee may transfer Issued Shares hereunder (as set forth in Section 7): the Grantee’s spouse, children (natural or adopted), stepchildren or a trust for their sole benefit of which the Grantee is
the settlor; provided, however, that any such trust does not require or permit distribution of any Issued Shares during the term of this Agreement unless subject to its terms. Upon the death of the Grantee (or a Permitted Transferee to
whom shares have been transferred hereunder), the term Permitted Transferees shall also include such deceased Grantee’s (or such deceased 

  
 2 








 
Permitted Transferee’s) estate, executors, administrators, personal representatives, heirs, legatees and distributees, as the case may be. 

“Person” shall mean any individual, corporation, partnership (limited or general), limited liability company, limited
liability partnership, association, trust, joint venture, unincorporated organization or any similar entity. 
 “SEC” means
the Securities and Exchange Commission or any other federal agency at the time administering the Act. 
 “Service
Relationship” shall mean any relationship as an employee, part-time employee, director or other key person (including consultants) of the Company or any Subsidiary or any successor entity such that, for example, a Service Relationship shall
be deemed to continue without interruption in the event the Grantee’s status changes from full-time employee to part-time employee or consultant. 

“Subsidiary” means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent
interest, either directly or indirectly. 
 2. Vesting and Termination. 

(a) No portion of this SARs may be exercised if such portion shall not have vested on the date of exercise pursuant to Section 3. 

(b) Except as set forth below, and subject to the determination of the Committee in its sole discretion to accelerate the vesting schedule
hereunder, the SARs shall be vested with respect to the SARs Shares on the respective dates indicated below: 
  

			
	 Incremental (Aggregate Number)

of SARs Exercisable
	  	 Vesting Date

	 20% of the SARs (20% of the SARs)
	  	[______ __, 20[__]
	 20% of the SARs (40% of the SARs)
	  	[______ __, 20[__]
	 20% of the SARs (60% of the SARs)
	  	[______ __, 20[__]
	 20% of the SARs (80% of the SARs)
	  	[______ __, 20[__]
	 20% of the SARs (100% of the SARs)
	  	[______ __, 20[__]

 [INSERT FIVE YEAR ANNUAL VESTING FROM DATE OF ORIGINAL GRANT OF UARS UNDER THE LTIP.] 

(c) Upon the occurrence of a Company Sale or 180 days following the closing of the Initial Public Offering, so long as the Grantee’s
Service Relationship has not been terminated, all outstanding unvested SARs held by the Grantee shall become immediately vested 

  
 3 








 
in full as of immediately prior to the Company Sale or the 180th day following the closing of the Initial Public Offering, as applicable. 

(d) Termination of Service Relationship. 

(i) Termination Due to Death or Disability. If the Grantee’s Service Relationship terminates by reason of such
Grantee’s death or disability (as determined by the Committee), all outstanding unvested SARs shall terminate, be forfeited and be of no further force and effect, effective immediately upon the date of the Grantee’s death or disability.
The Grantee shall retain any SARs that are vested on such Grantee’s death or disability. 
 (ii) Termination without
Cause. If the Grantee’s Service Relationship is terminated by the Company and/or its Subsidiaries without Cause, all outstanding unvested SARs shall terminate, be forfeited and be of no further force and effect, effective immediately upon
the date of such termination. The Grantee shall retain any SARs that are vested on the termination of the Grantee’s Service Relationship. 

(iii) Termination for Cause. If the Grantee’s Service Relationship is terminated by the Company and/or its
Subsidiaries for Cause, all outstanding vested and unvested SARs shall terminate, be forfeited and be of no further force and effect, effective immediately upon the date of such termination. 

(iv) Termination of Service Relationship for Any Other Reason. If the Grantee’s Service Relationship is terminated
by the Company and/or its Subsidiaries for any reason other than as described in Sections 2(d)(i), (ii) or (iii), all outstanding vested and unvested SARs shall terminate, be forfeited and be of no further force and effect, effective
immediately upon the date of such termination. 
 For purposes hereof, the Committee’s determination of the reason for termination of
the Grantee’s Service Relationship shall be conclusive and binding on the Grantee and his or her representatives or legatees or Permitted Transferees. 

3. Exercise of SARs. 
 (a)
On the earlier of a Company Sale or January 1, 2012, (i) if the Fair Market Value of a share of Common Stock is greater than the Exercise Price of the SARs, all vested SARs (taking into account the provisions of Section 2(c)) shall
automatically be exercised and all unvested SARs shall automatically be terminated, forfeited and of no further force and effect and (ii) if the Fair Market Value of a share of Common Stock is less than the Exercise Price of the SARs, all
vested and unvested SARs shall automatically be terminated, forfeited and of no further force and effect. 
 (b) If the SARs have not been
automatically exercised or terminated or otherwise forfeited, starting on the date 180 days after the closing of the Initial Public Offering (the “Initial Exercise Date”) and ending on the earlier of (i) the eight
(8) month anniversary of the Initial Exercise Date or (ii) the Expiration Date (such earlier date, the “Final Exercise Date”), the Grantee may exercise any vested SAR’s (taking into account the provisions of
Section 2(c)) 

  
 4 








 
only in the following manner: from time to time following the Initial Exercise Date and on or prior to the Final Exercise Date, the Grantee may give written notice to the Committee of his or her
election to exercise some or all of the SAR’s that are vested at the time of such notice. This notice shall specify the number of SAR’s to be exercised. Any SARs that are not exercised by the Final Exercise Date shall be terminated,
forfeited and of no further force and effect. 
 (c) With respect to each exercised portion of this SAR, the Grantee shall receive a payment
in shares of Common Stock equal to the product of (i) the Fair Market Value of a share of Common Stock on the date of exercise less the Exercise Price specified in this Agreement and (ii) the number of SARs exercised. Such payment shall be
in the form of shares of Common Stock. Any fractional shares shall be paid in cash. 
 (d) The delivery of certificates representing the
Issued Shares will be contingent upon any agreement, statement or other evidence that the Committee may require to satisfy itself that the issuance of Common Stock to be delivered pursuant to the exercise of SARs under the Plan and any subsequent
resale of the Issued Shares will be in compliance with applicable laws and regulations. The determination of the Committee as to such compliance shall be final and binding on the Grantee. The Grantee shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any Issued Shares unless and until the SARs shall have been exercised pursuant to the terms hereof, the Company shall have issued and delivered the Issued Shares to the Grantee, and the
Grantee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Grantee shall have full voting, dividend and other ownership rights with respect to such Issued Shares, subject to the terms of this
Agreement. 
 (e) Notwithstanding any other provision hereof or of the Plan, no SAR shall be exercisable after the Expiration Date thereof.

 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, the SARs shall be subject to and governed by all the
terms and conditions of the Plan. 
 5. Transferability of SARs. This Agreement is personal to the Grantee and is not transferable by
the Grantee in any manner other than by will or by the laws of descent and distribution. The Grantee may elect to designate a beneficiary by providing written notice of the name of such beneficiary to the Company, and may revoke or change such
designation at any time by filing written notice of revocation or change with the Company. 
 6. Withholding Taxes. The Grantee
shall, not later than the date as of which the exercise of the SARs becomes a taxable event for federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any federal, state and local taxes
required by law to be withheld on account of such taxable event. Subject to approval by the Committee, the Grantee may elect to have the minimum tax withholding obligation satisfied, in whole or in part, by authorizing the Company to withhold from
the SARs Shares to be issued or transferring to the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due. The Grantee acknowledges and agrees that the Company or any
Subsidiary of the Company has the right to deduct from payments of any kind otherwise due to the Grantee, or from the SARs 

  
 5 








 
Shares to be issued in respect of an exercise of the SARs, any federal, state or local taxes of any kind required by law to be withheld with respect to the issuance of the SARs shares to the
Grantee. 
 7. Restrictions on Transfer of Issued Shares. None of the Issued Shares shall be sold, assigned, transferred, pledged,
hypothecated, given away or in any other manner disposed of or encumbered, whether voluntarily or by operation of law, unless such transfer is in compliance with all applicable securities laws (including, without limitation, the Act, and such
disposition is in accordance with the terms and conditions of Sections 7 and 8 hereof and such disposition does not cause the Company to become subject to the reporting requirements of the Exchange Act. In connection with any transfer of Issued
Shares, the Company may require the transferor to provide at the Grantee’s own expense an opinion of counsel to the transferor, satisfactory to the Company, that such transfer is in compliance with all foreign, federal and state securities laws
(including, without limitation, the Act). Any attempted disposition of Issued Shares not in accordance with the terms and conditions of Sections 7 and 8 hereof shall be null and void, and the Company shall not reflect on its records any change in
record ownership of any Issued Shares as a result of any such disposition, shall otherwise refuse to recognize any such disposition and shall not in any way give effect to any such disposition of any Issued Shares. Subject to the foregoing general
provisions, Issued Shares may be transferred pursuant to the following specific terms and conditions: 
 (a) Transfers to Permitted
Transferees. The Grantee may sell, assign, transfer or give away any or all of the Issued Shares to Permitted Transferees; provided, however, that such Permitted Transferee(s) shall, as a condition to any such transfer, agree to be
subject to the provisions of this Agreement to the same extent as the Grantee (including, without limitation, the provisions of Sections 7, 8, 10, 11 and 12(l)) and shall have delivered a written acknowledgment to that effect to the Company. 

(b) Transfers Upon Death. Upon the death of the Grantee, any Issued Shares then held by the Grantee at the time of such death and any
Issued Shares acquired thereafter by the Grantee’s legal representative pursuant to this Agreement shall be subject to the provisions of this Agreement (including, without limitation, the provisions of Sections 7, 8, 9, 10, 11 and 12(l)) and
the Grantee’s estate, executors, administrators, personal representatives, heirs, legatees and distributees shall be obligated to convey such Issued Shares to the Company or its assigns under the terms contemplated hereby. 

(c) Company’s Right of First Refusal. In the event that the Grantee (or any Permitted Transferee holding Issued Shares subject to
this Section 7(c)) desires to sell or otherwise transfer all or any part of the Issued Shares, the Grantee (or Permitted Transferee) first shall give written notice to the Company of the Grantee’s (or Permitted Transferee’s) intention
to make such transfer. Such notice shall state the number of Issued Shares which the Grantee (or Permitted Transferee) proposes to sell (the “Offered Shares”), the price and the terms at which the proposed sale is to be made and the name
and address of the proposed transferee. At any time within 30 days after the receipt of such notice by the Company, the Company or its assigns may elect to purchase all or any portion of the Offered Shares at the price and on the terms offered by
the proposed transferee and specified in the notice. The Company or its assigns shall exercise this right by mailing or delivering written notice to the Grantee (or Permitted 

  
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Transferee) within the foregoing 30-day period. If the Company or its assigns elect to exercise its purchase rights under this Section 7(c), the closing for such purchase shall, in any
event, take place within 45 days after the receipt by the Company of the initial notice from the Grantee (or Permitted Transferee). In the event that the Company or its assigns do not elect to exercise such purchase right, or in the event that the
Company or its assigns do not pay the full purchase price within such 45-day period, the Grantee (or Permitted Transferee) may, within 60 days thereafter, sell the Offered Shares to the proposed transferee and at the same price and on the same terms
as specified in the Grantee’s (or Permitted Transferee’s) notice. Any Shares purchased by such proposed transferee shall be deemed held by a Permitted Transferee and accordingly shall remain subject to the terms of this Agreement,
including without limitation, the provisions of Sections 7, 8, 9, 10, 11 and 12(l) below to the same extent as if the Grantee continued to hold them. Any Shares not sold to the proposed transferee shall remain subject to this Agreement.
Notwithstanding the foregoing, the restrictions under this Section 7(c) shall terminate in accordance with Section 12(a). 
 8.
Company’s Right of Repurchase. 
 (a) Right of Repurchase. The Company shall have the right (the “Repurchase
Right”) upon the occurrence of any of the events specified in Section 8(b) below (the “Repurchase Event”) to repurchase from the Grantee (or any Permitted Transferee) some or all (as determined by the Company) of the Issued
Shares held or subsequently acquired upon exercise of the SARs in accordance with the terms hereof by the Grantee (or any Permitted Transferee) at the price per share specified below. The Repurchase Right may be exercised by the Company within the
later of (i) six months following the date of such event or (ii) seven months after the exercise of the SARs (the “Repurchase Period”). The Repurchase Right shall be exercised by the Company by giving the Grantee or any Permitted
Transferee written notice on or before the last day of the Repurchase Period of its intention to exercise the Repurchase Right, and, together with such notice, tendering to the Grantee or any Permitted Transferee an amount equal to the Fair Market
Value of the shares, determined as provided in Section 8(c). The Company may assign the Repurchase Right to one or more Persons. Upon such notification, the Grantee and any Permitted Transferees shall promptly surrender to the Company any
certificates representing the Issued Shares being purchased, together with a duly executed stock power for the transfer of such Issued Shares to the Company or the Company’s assignee or assignees. Upon the Company’s or its assignee’s
receipt of the certificates from the Grantee or any Permitted Transferees (or at such later date as is determined necessary by the Committee to avoid any breach by the Company of any agreement to which it is a party), the Company or its assignee or
assignees shall deliver to him, her or them a check for the Repurchase Price of the Issued Shares being purchased; provided, however, that the Company may pay the Repurchase Price for such shares by offsetting and canceling any
indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Issued Shares shall deliver to the Company the certificate or certificates representing the Issued Shares so repurchased, duly endorsed for
transfer, free and clear of any liens or encumbrances. The Repurchase Right shall terminate in accordance with Section 12(a). 
 (b)
Company’s Right to Exercise Repurchase Right. The Company shall have the Repurchase Right in the event that any of the following events shall occur: 

  
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 (i) The termination of the Grantee’s Service Relationship for any reason
whatsoever, regardless of the circumstances thereof, and including without limitation upon death, disability, retirement, discharge or resignation for any reason, whether voluntarily or involuntarily; or 

(ii) The Grantee’s or Permitted Transferee’s Bankruptcy. 

(c) Determination of Fair Market Value. The Fair Market Value of the Issued Shares shall be, for purposes of this Section 8,
determined as of the date the Board elects to exercise its repurchase rights in connection with a Repurchase Event. 
 9. Escrow
Arrangement. 
 (a) Escrow. In order to carry out the provisions of Sections 7, 8 and 10 of this Agreement more effectively, the
Company shall hold any Issued Shares in escrow together with separate stock powers executed by the Grantee in blank for transfer, and any Permitted Transferee shall, as an additional condition to any transfer of Issued Shares, execute a like stock
power as to such Issued Shares. The Company shall not dispose of the Issued Shares except as otherwise provided in this Agreement. In the event of any repurchase by the Company (or any of its assigns), the Company is hereby authorized by the Grantee
and any Permitted Transferee, as the Grantee’s and each such Permitted Transferee’s attorney-in-fact, to date and complete the stock powers necessary for the transfer of the Issued Shares being purchased and to transfer such Issued Shares
in accordance with the terms hereof. At such time as any Issued Shares are no longer subject to the Company’s repurchase, first refusal and drag along rights, the Company shall, at the written request of the Grantee, deliver to the Grantee (or
the relevant Permitted Transferee) a certificate representing such Issued Shares with the balance of the Issued Shares to be held in escrow pursuant to this Section 9. 

(b) Remedy. Without limitation of any other provision of this Agreement or other rights, in the event that the Grantee, any Permitted
Transferees or any other Person is required to sell the Grantee’s Issued Shares pursuant to the provisions of Section 7, 8 and 10 of this Agreement and in the further event that he or she refuses or for any reason fails to deliver to the
Company or its designated purchaser of such Issued Shares the certificate or certificates evidencing such Issued Shares together with a related stock power, the Company or such designated purchaser may deposit the applicable purchase price for such
Issued Shares with a bank designated by the Company, or with the Company’s independent public accounting firm, as agent or trustee, or in escrow, for the Grantee, any Permitted Transferees or other Person, to be held by such bank or accounting
firm for the benefit of and for delivery to him, her, them or it, and/or, in its discretion, pay such purchase price by offsetting any indebtedness then owed by the Grantee as provided above. Upon any such deposit and/or offset by the Company or its
designated purchaser of such amount and upon notice to the Person who was required to sell the Issued Shares to be sold pursuant to the provisions of Sections 7, 8 and 10, such Issued Shares shall at such time be deemed to have been sold, assigned,
transferred and conveyed to such purchaser, the holder thereof shall have no further rights thereto (other than the right to withdraw the payment thereof held in escrow, if applicable), and the Company shall record such transfer in its stock
transfer book or in any appropriate manner. 

  
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 10. Drag Along Right. If the Company obtains the requisite approval from (x) the
Board and (y) the Company’s stockholders (in accordance with Delaware law and the Charter) for a Liquidation Event or a Qualified IPO (each as defined in the Charter and each, a “Liquidity Event”), then Grantee, including
any Permitted Transferee, agrees that Grantee and such Permitted Transferee shall: (i) vote any and all voting securities held by the Grantee or such Permitted Transferee, or as to which the Grantee or such Permitted Transferee has voting
power, in favor of the consummation of the proposed Liquidity Event, at any meeting of stockholders of the Company at which such transactions are considered, by proxy or in any written consent of stockholders of the Company relating thereto,
(ii) if applicable, tender all shares of capital stock of the Company held by the Grantee or the Permitted Transferee, or as to which the Grantee or such Permitted Transferee has power of disposition, which are the subject of such proposed
Liquidity Event in accordance with the terms of the proposed Liquidity Event, (iii) consent to and raise no objection against the proposed Liquidity Event, (iv) if applicable, waive any dissenters’ rights, preemptive rights, appraisal
rights or similar rights, as the case may be, and (v) use its best efforts to take all other actions, including entering into appropriate agreements and other documents, reasonably required in order to effectuate fully the Liquidity Event. 

11. Lockup Provision. 

(a) If requested by the Company or an underwriter in connection with the Initial Public Offering, the Grantee, including any Permitted
Transferee, hereby agrees that the Grantee or such Permitted Transferee shall not sell, transfer, make any short sale of, grant any option for the purchase of, enter into any hedging or similar transaction with the same economic effect as a sale or
otherwise transfer or dispose of any Common Stock (or any other securities of the Company) held by the Grantee or such Permitted Transferee (other than those included in the registration) for a period (the “Lock Up Period”)
specified by the representative of the underwriters of the Common Stock (or any other securities) of the Company not to exceed one hundred eighty (180) calendar days following the effective date of a registration statement of the Company filed
under the Act in connection with such offering (the “Effective Date”); which period may be extended upon the request of the managing underwriter, to the extent required by any NASD rules, for an additional period of up to fifteen
(15) days if the Company issues or proposes to issue an earnings or other public release within fifteen (15) days of the expiration of the 180-day lockup period; provided that all current and future officers and directors of the Company
and all current and future holders of at least one percent (1%) of the Company’s voting securities are bound by and have entered into similar agreements. 

(b) The Grantee, including any Permitted Transferee, agrees to execute and deliver such other agreements as may be reasonably requested by the
Company or the underwriter that are consistent with the Grantee’s or such Permitted Transferee’s obligations under this Section 11 or that are necessary to give further effect thereto. The obligations described in this Section 11
shall not apply to (i) a registration statement relating to any employee benefit plan of the Company, (ii) a registration statement of the Company relating to any corporate reorganization or other transaction under Rule 145 as
promulgated by the SEC under the Act, as such rule may be amended from time to time or any similar successor rule may be promulgated by the SEC, including any registration statements related to the issuance or resale of securities issued in such a
transaction, or (iii) a registration statement related to the offer and sale of debt securities. The Company may impose stop-transfer instructions with respect to 

  
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the shares of Common Stock (or any other securities) subject to the foregoing restriction until the end of the relevant market stand-off period. The underwriters of the Company’s stock are
intended third party beneficiaries of this Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

12. Miscellaneous Provisions. 

(a) Termination. The restrictions on transfer of Issued Shares under Section 7(c), the Company’s repurchase rights under
Section 8 and the Drag Along obligations under Section 10 shall terminate upon the closing of the Company’s Initial Public Offering or upon any Company Sale, in either case as a result of which shares of the Company (or successor
entity) of the same class as the Issued Shares are registered under Section 12 of the Exchange Act and publicly traded on any national securities exchange. 

(b) Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this
Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 

(c) Adjustments for Changes in Capital Structure. If, as a result of any reorganization, recapitalization, reincorporation,
reclassification, stock dividend, stock split, reverse stock split or other similar change in the Common Stock, the outstanding shares of Common Stock are increased or decreased or are exchanged for a different number or kind of shares of the
Company’s stock, the restrictions contained in this Agreement shall apply with equal force to additional and/or substitute securities, if any, received by the Grantee in exchange for, or by virtue of his or her ownership of, Issued Shares. 

(d) Change and Modifications. This Agreement may not be orally changed, modified or terminated, nor shall any oral waiver of any of its
terms be effective. This Agreement may be changed, modified or terminated only by an agreement in writing signed by the Company and the Grantee. 

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of
Delaware as to matters within the scope hereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of Rhode Island, without regard to conflict of law principles that would result in the application of
any law other than the law of the State of Rhode Island. 
 (f) Headings. The headings are intended only for convenience in finding
the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement. 

(g) Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall
in no manner affect the legality or enforceability of any other provision hereof. 
 (h) Notices. All notices, requests, consents and
other communications shall be in writing and be deemed given (i) when delivered personally or sent by telex, facsimile 

  
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transmission, digital imaging or electronic mail or (ii) when received if mailed by first class registered or certified mail, postage prepaid or sent by overnight courier (providing proof of
delivery). Notices to the Company or the Grantee shall be addressed as set forth underneath their signatures below, or to such other address or addresses as may have been furnished by such party in writing to the other. 

(i) Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their
respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment. 

(j) Arbitration. In the event of any dispute or controversy arising under or in connection with this Plan, the parties shall first
promptly try in good faith to settle such dispute or controversy by mediation under the applicable rules of the American Arbitration Association before resorting to arbitration. In the event such dispute or controversy remains unresolved in whole or
in part for a period of 30 days after it arises, the parties will settle any remaining dispute or controversy exclusively by arbitration in Boston, Massachusetts, in accordance with the rules of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrator’s award in any court having jurisdiction. 
 (k) Counterparts. For the convenience of
the parties and to facilitate execution, this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document. 

(l) Right of First Refusal and Co-Sale Agreement. The Grantee, including any Permitted Transferee, agrees that if the Grantee, or
Permitted Transferee, holds at least one percent (1%) of the Company’s then outstanding shares of capital stock, it shall become a party to the Right of First Refusal, Co-Sale and Voting Agreement dated as of October 9, 2007, by and
among the Company and the other parties thereto (the “ROFR Agreement”), as a “Restricted Stockholder” thereunder. If a conflict arises between the provisions of the ROFR Agreement and the provisions of this Agreement, the
provisions of the ROFR Agreement shall govern. 
 [SIGNATURE PAGE FOLLOWS] 

  
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 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to
by the undersigned as of the date first above written. 
  

			
	LCSI HOLDING, INC.
		
	By:	 	 
		 	Name:
		 	Title:
	
	Address:
	
	 
	
	 
	
	 


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the
undersigned as of the date first above written. 
  

			
	GRANTEE:
	
	 
	Name:
	
	Address:
	
	 
	
	 
	
	 


  

	
	 SPOUSE’S CONSENT1

I acknowledge that I have read the
 foregoing Stock Appreciation
Right Agreement
 and understand the contents thereof.

	   


  
  

	1 	A spouse’s consent is required only if the Grantee’s state of residence is one of the following community property states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington and
Wisconsin. 


  
 12 








 
	
	DESIGNATED BENEFICIARY:
	
	   

	


  

	
	Beneficiary’s Address:
	   

	
	 
	
	 



  
 13