Common Stock Unit Account. “Common Stock Unit Account” means the bookkeeping subaccount established and maintained under this Plan and which is credited with units equivalent to shares of Common Stock that are paid in shares of Common Stock in accordance with Section 5(b), and which is maintained solely to calculate amounts payable to each Participant under this Plan and shall not constitute a separate fund of assets.

Common Stock Unit Account. The Participant’s Common Stock Unit Account shall be credited with units equivalent to shares of Common Stock equal to the number of full and fractional shares (to the nearest thousandths) which could have been purchased with the portion of Deferred Compensation a Participant has elected to allocate to the Common Stock Unit Account on each Initial Allocation Date based on the Fair Market Value of such Common Stock on such Allocation Date. There will be credited to each Participant’s Common Stock Unit Account amounts equal to the cash dividends, and other distributions, paid on shares of issued and outstanding Common Stock represented by the Participant’s Common Stock Unit Account which the Participant would have received had he or she been a record owner of shares of Common Stock equal to the amount of Common Stock based upon the units equivalent to the Common Stock credited to his or her Common Stock Unit Account at the time of payment of such cash dividends or other distributions. The Participant’s Common Stock Unit Account shall be credited with a quantity of units equivalent to shares of Common Stock and fractions thereof (to the nearest thousandths) that could have been purchased with the dividends or other distributions based on the Fair Market Value of Common Stock on each Dividend Allocation Date. A Participant shall have no voting or any other rights as a shareholder of the Company with respect any Common Stock in the Trust. A Participant’s future right to receive shares of Common Stock under this Plan shall be no greater than the right of any unsecured general creditor of the Company. Upon, but not prior to, distribution of the Common Stock Unit Accounts in the form of shares of Common Stock to a Participant (in accordance with Section 7 hereof), a Participant shall have all of the rights of a shareholder of the Company.

Purchase of Common Stock. The Corporation and its Affiliates may, but shall not be required to, purchase shares of Common Stock of the Corporation for purposes of satisfying the requirements of this Award. The Corporation and its Affiliates shall have no obligation to retain and shall have the unlimited right to sell or otherwise deal with for their own account, any shares of Common Stock of the Corporation purchased for satisfying the requirements of this Award.

Rights to Common Stock. Prior to the delivery of shares of Common Stock to you pursuant to Section 4(a) (if applicable), you shall not have any rights in, or with respect to, any of the shares of Common Stock underlying the RSUs, including, but not limited to, any voting rights and the right to receive any dividends (or dividend equivalents) that may be paid or any distributions that may be made with respect to such Common Stock.

Repurchase of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell to the Company, all of the Stockholder's right, title and interest in and to the Repurchase Shares. On the Effective Date, the Stockholder shall deliver to the Company certificates representing the Repurchase Shares, duly executed for cancellation, or accompanied by stock powers duly executed in blank (with a medallion guarantee or such other evidence of signature as the Company’s transfer agent may require) whereupon the officers of the Company shall cancel such shares by delivering the Shares to the Company’s stock transfer agent for cancellation. In the event that the certificate delivered by the Stockholder shall represent a greater number of shares of Common Stock, the Company shall promptly reissue and deliver to Stockholder a certificate representing any shares of Common Stock delivered in excess of the Repurchase Shares.

Issuance of Common Stock. As additional consideration for the purchase of the Note, the Company shall issue to Purchaser, at Closing, 1,500,000 shares of the Company’s common stock, $0.001 par value (the “Shares”), and as additional consideration for the purchase of the Additional Note, the Company shall issue to Purchaser an additional 800,000 Shares, all of which Shares shall be restricted from resale except in compliance with the 1933 Act.

Delivery of Common Stock. The Vested Units shall be converted into the number of whole shares of Common Stock equal to the number of Vested Units and the Company shall electronically register such shares of Common Stock in the Participant’s name (or in the name of his or her estate or beneficiary) or deliver certificates for the such shares of Common Stock to the Participant in accordance with the following schedule:

Delisting of Common Stock. The Borrower shall fail to maintain the listing or quotation of the Common Stock on the OTCQB or an equivalent replacement exchange, the Nasdaq Global Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT.

Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

Adjustment Provisions. In order to prevent dilution of and to the conversion rights of the Holder hereunder, the number of shares of Common Stock to be issued by the Borrower upon conversion hereof shall be subject to adjustment from time to time as provided in this [Section 7]. For purposes of this [Section 7], the term “Common Stock” shall mean the Common Stock and any other class of stock ranking on parity with such stock.