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根据修订后的2013年PriceSmart，Inc.股权激励奖计划，特此授予以下列出的持有人（公司”), pursuant to the PriceSmart, Inc. 2013 Equity Incentive Award Plan (the “401(k)计划的雇主贡献），特此授予公司普通股（持有人”),一项限制性股票奖励（“受限股票单位“”或“”RSUs支付根据公司普通股份（即“公司普通股份”）的数量，授予下面所示的限制性股票单位。股份”) indicated below. Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Restricted Stock Unit Agreement (the “分红相等物”). This award for Restricted Stock Units and Dividend Equivalents (this “奖励”）将受制于本处所载及随附的限制性股票单位协议中规定的所有条款和条件。附录 A (“本登记声明”) 由特立软件股份有限公司，一家德拉华州股份公司 (以下简称为“本公司”) 提交，目的是为了注册其额外的7,184,563股A类普通股，每股面值$0.0001 (以下简称为“A类普通股”), 以及在特立软件股份有限公司 2022年股权激励计划下可发行股份的1,436,911股A类普通股，注(下文简称为“A类普通股”)。限制性股票单位协议”）及计划，均已纳入本文参考。除非另有定义，计划中定义的术语在本授予通知书和限制性股票单位协议中具有相同的定义。

通过签署本凭证及公司下方的签署，持有人同意受计划、受限制股票单位协议和本授予通知书的条款和条件约束。持有人已完整审阅了限制股票单位协议、计划和本授予通知书，并在在签署本授予通知书前有机会征求法律意见，充分理解本授予通知书、受限制股票单位协议和计划的所有条款。持有人已被提供计划招股意向书的电子访问权限。持有人特此同意将管理员在计划、本授予通知书或受限制股票单位协议下产生的任何问题上所做的所有决定或解释视为具有约束力、最终且终局。

根据限制性股票单位授予通知书（“授予通知书”）和此限制性股票单位授予协议（“授予协议”），Trevena，Inc.（“公司”）根据公司2023年股权激励计划（“计划”）第6（b）节向您（“受益人”）授予限制性股票单位奖项（“奖项”），奖项数量在授予通知书中指定。本协议或授予通知书中未明确定义的大写字母开头的名词将有计划中所赋予的意义。除了在授予通知书中规定的条款外，您的奖项条款如下。期权授予通知在此限制股票单位协议（以下简称为“协议”）中，公司已授予受让人根据授予通知书获得相应 RSU 数量及其对应的股息等效权利，依据本协议、授予通知书和计划中载明的所有条款与条件。授予通知书和本协议受计划约束，计划的条款与条件均已透过参考并入本协议。若计划与本协议之间存在任何不一致之处，则计划条款应予以控制。协议应附有的限制股票单位协议（以下简称为“协议”），公司已授予受让人根据授予通知书获得相应的 RSU 数量及其对应的股息等效权利，依据本协议、授予通知书和计划中载明的所有条款与条件。授予通知书和本协议受计划约束，计划的条款与条件均已透过参考并入本协议。若计划与本协议之间存在任何不一致之处，则计划条款应予以控制。

(a)奖励鉴于受让人同意继续为公司或其附属公司服务，且出于其他良好和有价值的考虑，公司特此授予受让人根据授予通知书中规定的RSU数量及其相应的股利等值权益，遵循本协议、授予通知书和计划中规定的所有条款和条件。每个RSU代表领取一股股票的权利。在实际发行任何股票之前，此奖励，包括此处授予的RSU和股利等值权益，代表公司的无抵押债务，仅可从公司的一般资产中支付。

(b)分红；终止服务的影响按照授予通知书中规定的归属时间表，授予的RSUs将获得解除限制。除非并直至RSUs根据授予通知书中规定的归属时间表获得解除限制，持有人将无权获得任何与该RSUs相关的分配。如果持有人在所有RSUs获得解除限制之前终止服务（不包括因死亡或残疾而终止服务），任何未获解除限制的RSUs将自动终止，公司无需进一步行动并且无需以任何费用放弃。RSUs将在持有人因死亡或残疾而终止服务后立即获得解除限制。

(d)通常根据该奖励所发行的股份应发给持有人（或在持有人死亡的情况下，发给其遗产），以（a）非记名形式发行，股份记录在公司过户代理的名册中，以持有人的名义，同时附有关于根据本协议规定的转让限制的适当注释；或（b）记名形式。

(a)代表Holder已与其个人税务顾问就本次投资以及授予通知书和本协议所涉及的联邦、州、地方和国外税务后果进行了审查。Holder仅凭借此类顾问的意见，而不是凭借公司或其任何代理人的任何声明或陈述。Holder明白，Holder（而不是公司）应对由本次投资或本协议所涉及的交易可能引起的自身税务责任负责。

(b)税款代扣在非雇员董事在授予日期之后但在RSUs的股票发放之前的任何时候成为员工的情况下，公司无需向持有人或其法定代表交付代表RSUs可发行股票的任何证书，直到持有人或其法定代表已支付或以其他方式完全满足所有适用于持有人因RSUs股票归属产生的应纳税收入的联邦、州、地方和外国税款金额，以及与RSUs相关的任何其他应税事件。

2.1 Dividend Equivalents. Notwithstanding Section 3.2 hereof, for so long as unvested RSUs are outstanding under this Agreement, Holder shall have the right to receive distributions (the “Dividend Equivalents”) from the Company equal to any dividends or other distributions (cash or securities) that would have been distributed to Holder if each then-unvested RSU were instead an outstanding Share owned by Holder. The Dividend Equivalents shall be paid at the same time, in the same form and in the same manner as dividends are paid to the holders of Shares of the Company, subject to any applicable tax withholding as provided in Section 1.2, but in no event shall such Dividend Equivalents be paid later than the March 15 of the calendar year following the year in which the related dividend or distribution is declared.

2.2 Termination of Eligibility for Dividend Equivalents. In no event shall Holder be eligible for a Dividend Equivalent (i) with respect to any dividend or distribution the record date for which is after Holder’s Termination of Service, or (ii) with respect to any RSU that has been terminated prior to the

I.1No Adjustments. Notwithstanding anything to the contrary contained in Section 13.2 of the Plan, no adjustment shall be made to any unvested RSUs pursuant to Section 13.2 of the Plan with respect to any dividend or distribution to the extent that Dividend Equivalents are paid to Holder in connection therewith.

2.4 Separate Payments. Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.

III.1Award and Interests Not Transferable. This Award, including the RSUs awarded hereunder and the corresponding Dividend Equivalents awarded hereunder, and the rights and privileges conferred hereby, may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares issuable pursuant to the Award have been issued, and all restrictions applicable to such Shares have lapsed. This Award and the rights and privileges conferred hereby, including the RSUs and the corresponding Dividend Equivalents awarded hereunder, shall not be liable for the debts, contracts or engagements of Holder or his or her successors in interest and shall not be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

III.2Rights as Stockholder. Neither Holder nor any person claiming under or through Holder shall have any of the rights or privileges of a stockholder of the Company in respect of any Shares issuable hereunder unless and until certificates representing such Shares (which may be in uncertificated form) will have been issued and recorded on the books and records of the Company or its transfer agents or registrars, and delivered to Holder (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, Holder shall have all the rights of a stockholder of the Company, including with respect to the right to vote the Shares and the right to receive any cash or share dividends or other distributions paid to or made with respect to the Shares.

III.4Adjustments. Holder acknowledges that the RSUs, including the vesting of the RSUs and the number of Shares issuable upon distribution thereof, are subject to adjustment in the discretion of the Administrator upon the occurrence of certain events as provided in this Agreement and Section 13.2 of the Plan.

(a)Nothing in the Plan, the Grant Notice, or this Agreement shall confer upon Holder any right to continue in the employ or service of the Company or any Affiliate, shall form part of any contract of employment or service between the Company or any Affiliate and Holder, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge or terminate the services of Holder at any time for any reason whatsoever, except to the extent expressly provided otherwise in a written agreement between the Company or any Affiliate and Holder.

(b)The grant of the RSUs is a one-time benefit and does not create any contractual or other right or interest to receive a grant of Awards or benefits in lieu of Awards in the future or otherwise. Future grants, if any, will be at the sole discretion of the Company. In addition, the value of the RSUs and the Shares issuable upon distribution thereof is an extraordinary item of compensation outside the scope of any employment contract. As such, neither the RSUs, the Dividend Equivalents nor the Shares issuable upon distribution thereof are part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. The future value of the underlying Common Stock is unknown and cannot be predicted with certainty.

III.6Governing Law; Severability; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. Any suit brought with respect to the Award, the Grant Notice, the Plan or this Agreement shall be brought in the state or federal courts sitting in San Diego County, California, the parties hereby waiving any claim or defense that such forum is not convenient or proper. The jurisdiction agreement contained in this Section 3.6 is made for the benefit of the Company only, and the Company retains the right to bring proceedings in any other court of competent jurisdiction. By signing the Grant Notice, Holder is deemed to have agreed to submit to such jurisdiction. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.

III.7Conformity to Securities Laws. Holder acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act, and any and all regulations and rules promulgated thereunder by the U.S. Securities and Exchange Commission, including, without limitation, Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Awards are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

III.8Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Grant Notice, this Agreement and the Award shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

III.9Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator, provided, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall impair any rights or obligations under the Award in any material way without the prior written consent of Holder.

III.10Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s corporate headquarters or to the then-current email address for the Secretary of the Company, and any notice to be given to Holder shall be addressed to Holder at the most recent physical or email address for Holder listed in the Company’s personnel records. By a notice given pursuant to this Section 3.10, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

III.11Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Holder and his or her heirs, executors, administrators, successors and assigns.

III.12Section 409A. This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the Code, and, accordingly, the Shares issuable pursuant to the RSUs and the Dividend Equivalents corresponding thereto shall be distributed to Holder no later than the later of: (a) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such RSUs or Dividend Equivalents, as applicable, are no longer subject to a substantial risk of forfeiture, and (b) the fifteenth (15th) day of the third month following first taxable year of the Company in which such severance benefit is no longer subject to substantial risk of forfeiture, as determined in accordance with Section 409A of the Code and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Each payment under this Agreement shall be considered a separate and distinct payment for purposes of Section 409A of the Code.

III.14Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without limitation, the provisions of any employment agreement or offer letter regarding equity awards to be awarded to Holder by the Company, or any other oral, implied or written promises, statements, understandings, undertakings or agreements by the Company or any of its representatives regarding equity awards to be awarded to Holder by the Company.

III.15Data Protection. Holder hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Holder’s “Data” (as defined below) by and among, as applicable, the Company and its Affiliates (the “Company Group”) for the purpose of administering his

or her participation in the Plan. For purposes of this Section 3.15, “Data” means Holder’s personal information, including, but not limited to, Holder’s name, home address and telephone number, date of birth, social security number, “cedula” or other identification number, salary, nationality, job title, any Shares of stock or directorships held in the Company and details of all Awards held by Holder. Holder understands that Data will be transferred to such stock plan service providers as may be selected by the Company, which are assisting the Company with the implementation, administration and management of the Plan. Holder understands that the recipients of the Data may be subject to different data privacy laws and protections than those in Holder’s country. Holder authorizes the Company Group and any other possible recipients which may assist the Company with administering the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering Holder’s participation in the Plan. Holder understands that he or she may, at any time, request additional information about this consent (including a list with the names and addresses of all recipients of the Data), or withdraw this consent, by contacting in writing the Company’s general counsel. Withdrawal of this consent may affect Holder’s ability to participate in the Plan.


股份			归属日期