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The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Pattern Group Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”).

Annual Retainer for Board Membership: $55,000 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board of Directors.


Additional Annual Retainer for Non-Executive Chairperson:	$25,000

Additional Annual Retainer for Lead Independent Director:	$25,000

Additional Annual Retainers for Committee Membership:

Audit Committee Chairperson:	$24,000

Audit Committee member (other than Chairperson):	$10,000

Compensation Committee Chairperson:	$20,000

Compensation Committee member (other than Chairperson):	$8,000

Nominating and Corporate Governance Committee Chairperson:	$12,800

Nominating and Corporate Governance Committee member (other than Chairperson):		$5,600

“Initial Award”) with a Value (as defined below) of $375,000, which shall vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to have a Service Relationship, unless the Board of Directors determines that the circumstances warrant continuation or acceleration of vesting. This Initial Award applies only to Outside Directors who are first elected to the Board of Directors subsequent to the Effective Date.

B. Annual Award: On each date of each Annual Meeting of Stockholders of the Company following the Effective Date (the “Annual Meeting”), each continuing Outside Director will receive an annual restricted stock unit award (the “Annual Award”) with Value (as defined below) of $187,500, which shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting; provided, however, that all vesting shall cease if the director ceases to have a Service Relationship, unless the Board of Directors determines that the circumstances warrant continuation or acceleration of vesting. If a new Outside Director joins the Board of Directors on a date other than the date of the Annual Meeting, then upon initial appointment to the Board of Directors, such Outside Director will be granted a pro-rata portion of the Annual Award based on the number of days between such Outside Director’s appointment and the first June 15th following such appointment as the numerator and 365 as the denominator (the “Pro-Rated Annual Grant”). The Pro-Rated Annual Grant will vest in full upon the earlier of (i) the first anniversary of the date of grant of the Annual Grant for the other Outside Directors or (ii) the date of the next Annual Meeting; provided, however, that all vesting ceases if the Outside Director ceases to have a Service Relationship, unless the Board of Directors determines that the circumstances warrant continuation or acceleration of vesting.

C. Value: For purposes of this Policy, “Value” means with respect to (i) any stock option award, the grant date fair value of the option (i.e., Black-Scholes Value) determined in accordance with the reasonable assumptions and methodologies employed by the Company for calculating the fair value of options under Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718; and (ii) any award of restricted stock or restricted stock units, the product of (A) the closing market price on the Nasdaq Global Select Market (or such other market on which the Company’s Series A Common Stock is then principally listed) of one share of the Company’s Series A Common Stock on the date of grant and (B) the aggregate number of shares of Series A Common Stock underlying such award.

D. Sale Event Acceleration: All outstanding Initial Awards and Annual Awards (including Pro-Rated Annual Grants) held by an Outside Director shall become fully vested, exercisable (if applicable) and nonforfeitable upon a Sale Event (as defined in the Company’s 2025 Equity Incentive Plan, as amended from time to time).

The aggregate amount of compensation, including both equity compensation and cash compensation, paid by the Company to any Outside Director in a calendar year for services as an Outside Director shall not exceed $750,000 (or such other limit as may be set forth in Section 3(b) of the Plan); provided, however, that in the first calendar year in which an individual becomes an Outside Director, the aggregate amount of all equity compensation awarded and all other cash compensation paid by the Company to such Outside Director for services as an Outside Director shall not exceed $1,000,000 (or such other limit as may be set forth in Section 3(b) of the Company’s 2025 Equity Incentive Plan, as amended from time to time, or any similar provision of a successor plan). For this purpose, the “amount” of equity compensation paid in a calendar year shall be determined based on the grant date fair value thereof, as determined in accordance with FASB ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.