The Company desires the association and services of the Executive and the Executive’s skills, abilities, background and knowledge, and is willing to engage the Executive’s services on the terms and conditions set forth in this Agreement.

The Executive desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

This Agreement supersedes any and all prior and contemporaneous oral or written employment agreements or arrangements between the Executive and the Company or any predecessor thereof.

Subject to the terms of Parent’s 2019 Equity Incentive Plan (as may be amended from time to time, the “Plan”) and approval of the grant by the Parent Board, the Executive will be granted an award of options to purchase 1,300,000 shares of common stock of the Parent (the “Unit Option Award”). The Unit Option Award will be granted on or about July 28, 2025, with an exercise price equal to the fair market value of Parent’s common stock on such date of grant, as set forth in the Plan. The Unit Option Award will vest over a period of four years, with twenty-five percent (25%) of the Unit Option Award vesting on the one-year anniversary of the Start Date and the balance of the Unit Option Award vesting in a series of twelve (12) successive equal quarterly installments measured from the first anniversary of the Start Date, provided Executive is employed by the Company on each vesting date, except as otherwise set forth herein.

Subject to the terms of the Plan and approval of the grant by the Parent Board, the Executive will be granted an award of options to purchase a number of shares common stock of the Parent (the “Dollar Option Award” and, together with the Unit Option Award, the “Option Awards”) determined by dividing $2,250,000 by the 30-day trailing average price of the Company’s common stock on the Nasdaq Global Select Market as of the date of grant and rounding down to the nearest whole share. The Dollar Option Award will be granted on or about July 28, 2025, with an exercise price equal to the fair market value of Parent’s common stock on such date of grant, as set forth in the Plan. The Dollar Option Award will vest over a period of four years, with twenty-five percent (25%) of the Dollar Option Award vesting on the one-year anniversary of the Start Date and the balance of the Dollar Option Award vesting in a series of twelve (12) successive equal quarterly installments measured from the first anniversary of the Start Date, provided Executive is employed by the Company on each vesting date, except as otherwise set forth herein.

If a Change in Control (as defined in the Plan) occurs during the term of Executive’s employment with the Company, all then-outstanding and unvested Option Awards shall immediately vest in full and become exercisable upon such Change in Control (the “Equity Acceleration Benefit”).

Notwithstanding anything to the contrary herein, following each vesting event described in the this Section 2.3, the shares of common stock underlying such portion of the Unit Option Award will be subject to a further two (2) year holding period starting from the applicable vesting event before the shares of common stock underlying such portion of the Unit Option Award may be sold, unless the Executive acquires the prior written consent of the Parent Board (e.g., the shares of common stock underlying the 25% of the Unit Option Award that vests on the one-year anniversary of the Start Date must be held until the three-year anniversary of the Start Date before such shares may be sold), provided that Executive shall be permitted to sell such shares pursuant to any sell-to-cover transaction or dispose shares withheld to satisfy any applicable tax withholding obligations due in respect of the exercise of the Option Awards. In all cases, the Option Awards will be subject to the terms and conditions contained in the Plan and the applicable equity incentive agreement issued in connection with the grants, which will incorporate the terms set forth in this Section (the “Option Equity Incentive Agreements”) between the Executive and the Parent. In the event of a conflict between the terms of this Agreement and the terms of the Option Equity Incentive Agreements, except in connection with the vesting schedule and acceleration rights set forth herein, the terms of the Option Equity Incentive Agreements shall prevail.

Subject to the terms of the Plan and approval of the grant by the Parent Board, the Executive will be granted an award of 1,475,000 capped value appreciation rights (“CVARs”) of the Parent on or about July 28, 2025. The terms of the CVARs will be set out in CVAR award grant notice, to be entered into by and between the Parent and the Executive.

TERMINATION OF EMPLOYMENT.

In the event the Company terminates the Executive’s employment without Cause or Executive resigns for Good Reason (as defined below), the Executive shall be entitled to receive, in addition to the Accrued Obligations: (i) continued payment of the Executive’s then-current Base Salary for a period of twelve (12) months following the termination date, payable in accordance with the Company’s customary payroll practices; (ii) an amount equal to the Executive’s target Annual Performance Bonus, payable in equal monthly installments over the twelve (12) month period following the termination date in accordance with the Company’s customary payroll practices; and (iii) to the extent that the Executive is enrolled in the Company’s group health and welfare benefit plans as of immediately prior to the date of termination, monthly reimbursement of the COBRA premiums for continued group health and dental plan coverage in which the Executive was enrolled as of immediately prior to the termination date, less active employee rates (which will be payable by the Executive), for a period of twelve (12) months following the termination date (or, if earlier, until the date the Executive becomes eligible to be covered under a subsequent employer’s group health insurance plan (the amounts described in clauses (i) through (iii), collectively, the “Severance Benefits”); provided that, notwithstanding the foregoing, in the event that each of the Executive and RSI desires that the Executive continue in a position with RSI to be mutually agreed between Executive and RSI following Executive’s termination of employment from the Company pursuant to this Section 5.4(a), the Executive shall not have any rights or entitlements to the Severance Benefits or any other severance or other payments under this Agreement, except for the Accrued Obligations, and the Executive’s eligibility for any severance in connection with the Executive’s subsequent termination of employment with RSI shall be governed by the terms and conditions of the RSI Employment Agreement. For the sake of clarity, the Severance Benefits will only be paid under this Agreement to the extent that the Executive’s employment with the Company terminates in the circumstances described in this Section 5.4(a) and the Executive does not continue employment with RSI thereafter. The Executive agrees to provide the Company with written notice of the Executive’s eligibility to be covered under a subsequent employer’s group health insurance plan no later than five (5) business days after the Executive becomes eligible for such coverage.

Notwithstanding anything to the contrary herein, the Severance Benefits shall be provided to Executive only if (A) Executive has timely executed and delivered to the Company a waiver and general release of claims, in a form to be provided promptly by the Company following the termination date (the “Release”), (B) Executive has not revoked or breached the provisions of such Release and (C) Executive has not violated the terms of the NDIA. If the period during which Executive may execute or revoke the Release spans two taxable years of Executive, the Severance Benefits shall in all events be paid to Executive in the second such taxable year, and any Severance Benefits that otherwise would have been payable during the first taxable year shall be paid in a lump sum in the first calendar month of the second taxable year. Executive acknowledges and agrees that the Company has no obligation to pay Executive any severance, except as expressly provided herein or as may otherwise be approved by the Company, and only to the extent Executive complies with the express contractual conditions hereof.

“Cause” shall mean Executive’s: (i) conviction of, or plea of guilty or no contest to, any (x) felony or (y) any other crime involving moral turpitude or dishonesty; (ii) participation in fraud, embezzlement, misappropriation or theft against any member of the Company or its direct or indirect subsidiaries and affiliates (collectively, the “Company Group”); (iii) material breach of this Agreement or any other agreement between Executive and any member of the Company Group that has not been cured (if curable) within thirty (30) days after receiving written notice of such breach; (iv) engagement in any conduct or act of gross negligence that causes, or is reasonably likely to cause, material damage to any member of the Company Group monetarily or otherwise (including, with respect to the reputation, business or business relationships of any member of the Company Group); (v) material failure to comply with the code of conduct or other material policies of any member of the Company Group; (vi) violation of any law, rule or regulation relating in any way to the business or activities of the Company Group, or any other law, rule or regulation that results in Executive’s arrest, censure or regulatory suspension or disqualification, including, without limitation, the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a), or any similar legislation applicable in the United States or in any other country where the Company intends to develop its activities; or (vii) willful failure to substantially perform Executive’s duties hereunder (other than as a result of Disability (as defined below)) that has not been cured (if curable) within thirty (30) days after receiving written notice from the Company.

“Disability” shall have the meaning assigned to such term in the RSI Employment Agreement.

“Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (i) a material reduction in Executive’s Base Salary (provided, however, that if such reduction occurs in connection with a Company-wide decrease in the compensation of similarly situated employees of the Company, such reduction shall not constitute Good Reason if it is a reduction of a proportionally like percentage affecting all such similarly situated employees not to exceed ten percent (10%)); (ii) a material reduction of Executive’s authority, duties or responsibilities, as compared to Executive’s authority, duties or responsibilities immediately prior to such reduction; or (iii) a relocation of Executive to a primary office location more than twenty five (25) miles from Executive’s primary company office location as of the Start Date (provided that Executive being permitted to work remotely shall not constitute Good Reason); provided that, in each case Executive (A) gives the Company written notice of Executive’s intent to terminate employment for Good Reason within thirty (30) days following the first occurrence of the conditions that Executive believes constitute Good Reason, (B) the Company fails to remedy such conditions within thirty (30) days following receipt of the written notice from Executive and (C) Executive voluntarily terminates employment within thirty (30) days following the expiration of such cure period.

It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of any release of claims, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of a release of claims could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed by the Company at the time of a separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any payments or benefits that the Executive becomes entitled to under this Agreement on account of such separation from service are deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments or benefits is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided prior to the earliest of (i) the expiration of the six (6)-month period measured from the date of separation from service, (ii) the date of the Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first (1st) business day following the expiration of such period, all payments deferred pursuant to this paragraph shall be paid in a lump sum, and any remaining payments due shall be paid as otherwise provided herein. No interest shall be due on any amounts so deferred.

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

The Executive represents and warrants that the Executive is not restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that the Executive’s execution and performance of this Agreement will not violate or breach any other agreements between the Executive and any other person or entity. The Executive represents and warrants that the Executive is not subject to any confidentiality or non-competition agreement or any other similar type of restriction that could restrict in any way the Executive’s hiring by the Company and the performance of the Executive’s expected job duties with the Company.

The Company and its affiliates do not wish to incorporate any unlicensed or unauthorized material, or otherwise use such material in any way in connection with, its and their respective products and services. Therefore, the Executive hereby represents, warrants and covenants that the Executive has not and will not disclose to the Company or its affiliates, use in their business, or cause them to use, any information or material which is a trade secret, or confidential or proprietary information, of a third party, including, but not limited to, any former employer, competitor or client, unless the Company or its affiliates have a right to receive and use such information or material.

The Executive represents and warrants that the Executive is not debarred and has not received notice of any action or threat with respect to debarment under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a) or any similar legislation applicable in the United States or in any other country where the Company intends to develop its activities. The Executive understands and agrees that this Agreement is contingent on the Executive’s submission of satisfactory proof of identity and legal authorization to work in the United States, as well as verification of auditor independence.

This Agreement, along with the NDIA, the Mutual Agreement to Arbitrate Claims and any applicable equity awards that have been granted or will be granted pursuant to this Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between the Executive and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations.

This Agreement may not be modified or amended except in a writing signed by both the Executive and a duly authorized officer of the Company or a member of the Board.

This Agreement will bind the heirs, personal representatives, successors and assigns of both the Executive and the Company, and inure to the benefit of both the Executive and the Company, and to the Executive’s and the Company’s heirs, successors and assigns, as applicable, except that the duties and responsibilities of the Executive are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive. The Company may assign its rights, together with its obligations hereunder, in connection with any merger, consolidation, or transfer or other disposition of all or substantially all of its assets, and such rights and obligations shall inure to, and be binding upon, any successor to the Company or any successor to all or substantially all of the assets of the Company, which successor shall expressly assume such obligations.

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable.

This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within New York.

Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures.