including but not limited to payroll, unemployment, social security and income taxes and any other payments which may be owed by Wade as a result of or in connection with payments made by Naked for Wade Services rendered under this Agreement. Wade acknowledges that he is not qualified for and will not receive any Naked employment benefits or other incidents of employment as a result of the Agreement. E. Equity Ownership. Wade is hereby granted a warrant (the "Grant Warrant") exercisable for a period of seven (7) years from the date of issuance for the number of shares of Common Stock equal to [***] shares of Common Stock (the "Wade Grant"), subject to the following terms: (1) Exercise Price. The Grant Warrant will have an exercise price equal to the then-fair market value per share of Common Stock as quoted on the OTCQB as of the Effective Date (the "FMV Exercise Price"). The form of the Grant Warrant shall be agreed to by the Parties. (2) Vesting Schedule. The Grant Warrant will become exercisable for: (a) fifty percent (50%) of the Wade Grant on the one year anniversary of the Effective Date (the "First Installment"); (b) twenty-five percent (25%) of the Wade Grant on the second anniversary of the Effective Date (the "Second Installment"); and (c) the remaining twenty-five percent (25%) of the Wade Grant will vest on the third anniversary of the Effective Date (the "Third Installment" and together with the First Installment and the Second Installment, the "Installments" and each an "Installment"); provided however, that in the event of a change of control of Naked, the entire unvested portion of the Grant Warrant will immediately vest. For purposes hereof, a "change of control" shall mean the sale of at least fifty percent (50%) of the assets of Naked,