Offer Letter, dated September 29, 2018, by and between Harmony Biosciences, LLC and John Vittoria

Bi-monthly base pay of $12,500 which, when annualized, is equivalent to a base salary of $300,000 per year.

Participation (pro-rated for the calendar year in which your actual start date occurs) in the Harmony Biosciences, LLC Performance Bonus Plan at up to forty percent (40%) of your base salary based on Company and individual achievement. Your bonus will be based on your performance meeting established individual goals and objectives to support the growth strategy of the Company, as well as the Company’s overall performance.

Equity in the Company’s parent company, Harmony Biosciences II, Inc. (“Parent”) in the amount of 400,000 stock options for Parent common stock with an exercise price equal to the greater of $1.00 and the fair market value per share of common stock as of your start date, to be determined by the Parent’s Board of Directors or its Compensation Committee, if applicable.

In consideration for your relocation from New York to the Philadelphia area to accept this role, the Company will pay you a one-time lump sum payment of $45,000 (subject to customary tax withholdings, as applicable) (the “Relocation Payment”), payable on or

before the November 30, 2018 payroll, provided that, you shall be required to pay back to the Company an amount equal to the Relocation Payment in the event you voluntarily terminate your employment prior to the one-year anniversary of the Start Date.

If your employment is terminated by Company without legal cause, the Company shall (i) pay to you an aggregate amount equal to your annual base salary within thirty (30) days after the date of termination (subject to customary tax withholdings, as applicable), and (ii) for the twelve (12) month period following the date of termination (the “Coverage Period”), reimburse you for the Company’s share of premiums for the continuation of health coverage (on a basis consistent with your elections as of immediately prior to the termination date) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), for you and your eligible dependents, provided however, Harmony can in its sole discretion, pay directly to you the Company’s share of premiums in a single lump sum payment for the entire Coverage Period.

As a full-time Company employee, you will accrue paid vacation and sick leave. Vacation will accrue at a rate of 1.25 days per month, or 15 days per year.    

As a full-time employee of the Company, except as expressly provided for above, you are eligible to participate in the provided Harmony Biosciences, LLC Employee Benefit Plans.

This offer is contingent upon successful completion of Harmony’s pre-employment process, including background verification and drug testing. By signing and returning a copy of this offer letter to me, you expressly consent to such background verification (including dates of employment and previous employer salary) and other pre-employment processes. In addition, you will be required to sign a non-competition and confidentiality agreement.    

9/30/2018 11:52:37 AM EDT