Mutually agreeable performance-based bonus plan. Target Bonus is 35% of Base Salary.

The Executive shall participate in the Company’s “Executive Bonus Plan” (or any successor plan), as such plan is implemented on an annual basis as approved by the Board of Directors, it being understood that the Executive’s actual annual bonus, if any, shall be determined at the discretion of the Company and the Board of Directors.

On the Effective Date, Executive shall be awarded an option grant under the Company’s 2011 Equity Incentive Compensation Plan as follows:

•    400,000 shall vest at the rate of 28% on the one year anniversary of the grant date and 2% per month thereafter.

•    100,000 upon closing an equity and/or debt financing in the cumulative amount of $10 million on or prior to June 30, 2016.

•    100,000 upon first patient dosed in the Company’s Phase 1 clinical trial.

Executive shall also be eligible for additional option awards at the discretion of the Board of Directors.

Participation in the employee benefit plans made available to senior executives of the Company generally.

25 days of paid vacation each year in addition to Company paid holidays, any portion of which can be carried over to subsequent years as long as no more than 40 days in total are accrued at any time.

Executive shall serve as the Chairman of the Board of Directors. As Chairman, Executive shall not be considered an independent director nor shall Executive be entitled to any Board fees or other payments for attending Board meetings other than reimbursement of expenses.

Executive may continue to serve on outside company Boards of Directors as long as such service does not impede Executive’s ability to carry out his duties hereunder. Executive may also continue his activities with Upstart Ventures.

On the Effective Date Executive has accrued salary, vacation, and bonus in the following amounts:

Accrued Salary : $400,441.38

Vacation Accrual: $31,692.31

Special Bonus: Up to $192,400. The Special Bonus will be paid on a pro-rata basis equivalent to the percentage of back bonuses paid to other employees, until the Special Bonus is paid in full. Payment of the Special Bonus is contingent upon the Employer’s closing a financing in an amount of at least $10 million or the paying of bonuses to employees as described above.

All accrued but unpaid salary and bonuses shall be paid immediately in full upon the occurrence of a “Change of Control.”

In the event that the Executive’s employment is terminated by the Company without Cause or the Executive resigns employment for Good Reason, subject to the Executive’s execution and non-revocation of a release in a form satisfactory to the Company, the Company shall pay the Executive severance in an amount equal to the Executive’s then current base salary for a period of 18 months (the “Severance Term”). The Executive will not be entitled to any severance in the event that the Executive’s employment with the Company is terminated for Cause or the Executive resigns without Good Reason. Payment dates will be modified to comply with Section 409A of the Internal Revenue Code as necessary.

(1) any unpaid bonus through the date of Executive’s termination that had been earned but not yet paid for the prior year plus a prorata portion of the Performance Bonus as set forth above, and (2) provided that Executive properly elects COBRA continuation coverage, the Company shall pay the COBRA premium for health care coverage for Executive and his spouse and

covered dependents, as applicable and to the extent eligible (the “COBRA Benefits”), for the Severance Term immediately following the date of termination of employment.

(b) In the event a Change in Control occurs during the Term and (a) Executive is not offered continued employment by the acquiring company and in connection therewith Executive’s employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, or (b) Executive is offered continuing employment, but Executive’s employment with the acquiring company is terminated by the acquiring company without Cause or by Executive for Good Reason, in either event, within twelve (12) months following such Change in Control event, then, in addition to any other accrued amounts payable to Executive through the date of termination of Executive’s employment, (1) the Executive shall receive a lump-sum severance payment (the “CIC Severance Payment”) in an amount equal to the sum of (x) 1.5 times the Executive’s annual base salary as in effect on the date of termination, (y) any unpaid bonus through the date of Executive’s termination for the prior year that had been earned but not yet paid plus a prorata portion of the Performance Bonus as set forth above; and (2) provided that Executive properly elects COBRA continuation coverage, the COBRA premium for health care coverage for Executive and his spouse and covered dependents, as applicable and to the extent eligible (the “CIC COBRA Benefits”), for the Severance Term immediately following the date of termination of Executive’s employment. Except as set forth above, Executive shall not be entitled to any CIC Severance Payment or CIC COBRA Benefits in the event Executive is offered continued employment by the acquiring company following such Change in Control event with the acquiring company assuming this Agreement, or entering into an agreement substantially similar to this Agreement. If Executive is eligible for and entitled to the CIC Severance Payment or CIC COBRA Benefits, then Executive shall not be eligible for or entitled to the Severance Payment and COBRA Benefits.

(c) Any Severance Payment, CIC Severance Payment, COBRA Benefits, or CIC COBRA Benefits vesting and/or any other benefits contemplated by this Section are conditional on Executive signing and returning to the Company a non-revocable general release of claims providing for a release of all claims relating to Executive’s employment and/or this letter against the Company or its successors, its subsidiaries and parent company and its and their respective directors, officers and stockholders, in a form satisfactory to the Company (the “Release”); provided that such Release becomes effective and irrevocable no later than sixty (60) days following Executive’s termination of employment date or such earlier date required by the Release (such deadline, the “Release Deadline”) and such payments to be paid in a lump sum shall be paid on the date of the Release Deadline. If the Release does not become effective by the Release Deadline, Executive shall forfeit any rights to any Severance Payment, CIC Severance Payment, COBRA Benefits, CIC COBRA Benefits, vesting and/or any other benefits.

(d) In no event shall Executive be entitled to any benefits in the event of a termination of Executive’s employment by the Company with Cause or by Executive without Good Reason, and Executive shall be entitled solely to Executive’s compensation and other benefits accrued as of the date of Executive’s termination other than payment of the Performance Bonus as set forth above.

If any payments or benefits under this Employment Term Sheet or any subsequent employment agreement that would be considered deferred compensation under Section 409A , then the following rules shall apply:

(i)     Any termination of Executive’s employment triggering payments or benefits must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executive’s employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to the Company at the time Executive’s employment terminates), any payments or benefits that constitute non-qualified deferred compensation under Section 409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h).

(ii)    The above-described payments and benefits shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s termination of employment; provided that if Executive is deemed at the time of Executive’s separation from service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Employment Term Sheet or any subsequent employment agreement is required in order to avoid an additional tax under Section 409A(a)(1)(B) of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of

(a) the first business day following the expiration of the six-month period measured from the date of Executive’s separation from service, (b) the date of Executive’s death, or (c) such earlier date that shall avoid the imposition of the additional tax under Section 409A(a)(1)(B). Upon the expiration of the applicable six-month period pursuant to Code Section 409A(a)(2)(B)(i), all payments deferred shall be paid in a lump sum to Executive. It is intended that each installment of the above-described payments and benefits shall be treated as a separate “payment” for purposes of Section 409A.

(iii)  To the extent that any of the above-described payments or benefits are deemed to be subject to Section 409A, this Employment Term Sheet or any subsequent employment agreement shall be interpreted in accordance with Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder in order to (a) preserve the intended tax treatment of the benefits provided with respect to such payments and benefits, and (b) comply with the requirements of Section 409A. Nothing in this Employment Term Sheet or any subsequent employment agreement shall be construed as a guarantee by the Company of any particular tax effect. The Company shall not be liable to Executive for any tax, penalty, or interest imposed on any amount paid or payable hereunder by reason of Section 409A, or for reporting in good faith any payment made under this Employment Term Sheet or any subsequent employment agreement as an amount includible in gross income under Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A.