Pro-Rated Annual Equity Award. On the fifth market trading day following a person's initial appointment as a Non-Employee Director, and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company's last annual meeting of stockholders and the Non-Employee Director's date of initial appointment, and the denominator of which is 365 (the "Pro-Rated Award"). The Pro-Rated Award shall vest on the date of the Company's next subsequent annual meeting of stockholders following the date of the Non-Employee Director's appointment to the Board.

Pro-Rated Annual Equity Award. On the fifth market trading day followingdate of a person'person’s initial appointment as a Non-Employee Director,Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company'Company’s last annual meeting of stockholders and the Non-Employee Director'Director’s date of initial appointment, and the denominator of which is 365 (the "Pro-“Pro-Rated Award"Award”). The Pro-Rated Award shall vest on the date of the Company'Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director'Director’s appointment to the Board.

Pro-Rated Annual Equity Award. On the fifth market trading day followingdate of a person'person’s initial appointment as a Non-Employee Director,Director (or, if such date is not a market trading day, the first market trading day thereafter), and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case$120,000 multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company'Company’s last annual meeting of stockholdersshareholders and the Non-Employee Director'Director’s date of initial appointment, and the denominator of which is 365 (the "Pro-“Pro-Rated Award"Award”). The Pro-Rated Award shall vest on the date of the Company'Company’s next subsequent annual meeting of stockholdersshareholders following the date of the Non-Employee Director'Director’s appointment to the Board.

Pro-Rated Annual Equity Award. OnA person who is a Non-Employee Director immediately following each annual meeting of the fifthCompany's stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted on the second market trading day following a person's initial appointment as a Non-Employee Director, and providedthe date of each such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically grantedannual meeting a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction,000 (the "Annual Equity Award"). The Annual Equity Award shall vest on the numeratorearlier of which is 365 less the number of days that have elapsed since thefirst anniversary date of the Company's last annual meeting of stockholders and the Non-Employee Director'sgrant date of initial appointment, and the denominator of which is 365 (the "Pro-Rated Award"). The Pro-Rated Award shall vest onor the date of the Company's next subsequent annual meeting of stockholders following the date of the Non-Employee Director's appointment to the Board.grant date.

Pro-Rated Annual Equity Award. OnA person who is a Non-Employee Director immediately following each annual meeting of the fifthCompany’s stockholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following a person's initial appointment as a Non-Employee Director, and providedthe date of each such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically grantedannual meeting, a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company's last annual meeting of stockholders and the Non-Employee Director's date of initial appointment, and the denominator of which is 365000 (the "Pro-Rated Award"“Annual Equity Award”). The Pro-RatedAnnual Equity Award shall vest on the earlier of the first anniversary date of the Company'grant date or the date of the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director's appointment to the Board.grant date.

Pro-Rated Annual Equity Award. OnA person who is a Non-Employee Director immediately following each annual meeting of the fifthCompany’s shareholders and who will continue to serve as a Non-Employee Director following such annual meeting shall be automatically granted, on the second market trading day following a person's initial appointment as a Non-Employee Director, and providedthe date of each such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically grantedannual meeting, a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed since the date of the Company's last annual meeting of stockholders and the Non-Employee Director's date of initial appointment, and the denominator of which is 365$120,000 (the "Pro-Rated Award"“Annual Equity Award”). The Pro-RatedAnnual Equity Award shall vest on the earlier of the first anniversary date of the Company'grant date or the date of the Company’s next subsequent annual meeting of stockholdersshareholders following the date of the Non-Employee Director's appointment to the Board.grant date.

Pro-Rated AnnualInitial Equity Award. On the fifth market trading day following a person's initial appointment asGrant: If a Non-Employee Director, and provided such person has not otherwise received an Annual Equity AwardDirector is appointed to the Board following the annual meeting of stockholders for the relevant year under Section 3(a),calendar year, and prior to December 31 of that year, on the effective date of such Non-Employee Director’s appointment to the Board, the Non-Employee Director shall be automatically granted areceive an equity grant, pursuant to the terms of the Equity Plan, in the form of restricted share unit awardstock and with a grantfair market value on the date valueof grant equal to $160,000, in each case multiplied by a fraction, the numeratorAnnual Equity Grant Amount awarded to Non-Employee Directors as of which is 365 lessthe most recent annual meeting of the Company’s stockholders that occurred prior to the new Non-Employee Director’s election or appointment, pro-rated to reflect the number of quarters between the Non-Employee Directors date of appointment or election and the anticipated date of the next annual meeting of the Company’s stockholders. The number of shares subject to the restricted stock award will be determined by dividing the applicable pro-rated Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days that have elapsed sincepreceding and ending on the date of grant rounded down to the Company's last annual meeting of stockholders and the Non-Employee Director's date ofnearest whole share. The initial appointment, and the denominator of which is 365 (the "Pro-Rated Award"). The Pro-Rated Award shallrestricted stock award will vest on the date of the Company's next subsequent annual meeting of stockholders following the Non-Employee Director’s appointment. Other terms and conditions related to the initial equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan. If a Non-Employee Director is appointed to the Board between January 1 and the date of the annual meeting of stockholders for that calendar year, the Non-Employee Director'Director will not receive an initial equity grant upon the Non-Employee Director’s appointment to the Board.

Pro-Rated Annual Equity Award. OnGrant for Non-Employee Directors: Each Non-Employee Director who (i) has been serving on the fifth market trading day following a person'Board for at least four months as of each annual meeting of the Company’s initial appointmentstockholders (each, an “Annual Meeting”), beginning with the 2023 Annual Meeting, and (ii) will continue to serve as a Non-Employee Director,Director immediately following such Annual Meeting, shall be granted under the Plan equity awards with a value equivalent to $145,000, consisting of (1) an option to purchase shares of Common Stock (the “Annual Option”) with the number of shares subject to the Annual Option determined by dividing $72,500 (50% of $145,000) by the “Black Scholes” Value, rounded up to the nearest multiple of five, and provided such person has not otherwise received(2) an award of restricted stock units (the “Annual RSU Award”) with the number of restricted stock units determined by dividing $72,500 (50% of $145,000) by the closing trading price of the Company’s Common Stock on the grant date, rounded up to the nearest whole unit. The Annual EquityOption and Annual RSU Award for the relevant year under Section 3(a), the Non-Employee Director shallwill be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numerator of which is 365 less the number of days that have elapsed sinceon the date of the Company'sapplicable Annual Meeting. The Annual Option shall vest and become exercisable as to 1/12th of the underlying shares on each monthly anniversary of the grant date, provided that the last annual meetinginstallment shall vest on the earlier of stockholders(i) the first anniversary of the grant date, and (ii) immediately before the next Annual Meeting following the grant date, subject in each case to the Non-Employee Director'Director’s date of initial appointment, andcontinued service through the denominator of which is 365 (the "Pro-Rated Award").applicable vesting date. The Pro-RatedAnnual RSU Award shall vest on the dateearlier of (i) the first anniversary of the Company'sgrant date, and (ii) immediately before the next subsequent annual meeting of stockholdersAnnual Meeting following the date ofgrant date, subject to the Non-Employee Director'Director’s appointment tocontinued service through the Board.applicable vesting date.

Pro-Rated Annual Equity Award. On the fifth market trading day following a person's initial appointment as a Non-Employee Director, and provided such person has not otherwise received an Annual Equity Award for the relevant year under Section 3(a), the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction, the numeratorclose of which is 365 less the number of days that have elapsed since the date of the Company's last annual meeting of stockholders and the Non-Employee Director's date of initial appointment, and the denominator of which is 365 (the "Pro-Rated Award"). The Pro-Rated Award shall vestbusiness on the date of each annual stockholders meeting of the Company'Company, without further action by the Board, each Non-Employee Director then in office shall receive an equity award (the “Annual Award”). The Annual Award will have an estimated fair value of $170,000 using valuation methodologies deemed appropriate by the Compensation Committee of the Board or the Board from time to time, in light of commercial considerations deemed necessary to fulfill the goals set forth in this Policy and to align directors with stockholder interests. The Annual Award will be comprised of Restricted Stock Units which will vest in full upon the earlier of (i) the first anniversary of the vesting start date or (ii) the date immediately prior to the Company’s next subsequent annual meeting of stockholders following the date of the Non-Employee Director's appointment to the Board.stockholders.

Pro-Rated Annual Equity Award. OnEach Non-Employee Director who is appointed to the fifth market trading day followingBoard during the year shall be entitled to a person's initial appointment as a Non-Employee Director, and provided such person has not otherwise received an Annual Equity Award forpro-rated annual equity award, determined based on the relevant year under Section 3(a),number of days between the date the Non-Employee Director shall be automatically granted a restricted share unit award with a grant date value equal to $160,000, in each case multiplied by a fraction,joins the numerator of which is 365 lessBoard and the number of days that have elapsed since theanticipated date of the Company's lastnext annual meeting of stockholders and the Non-Employee Director's date of initial appointment, and the denominator of which is 365 (the "Pro-Rated Award"). The Pro-Rated Award shall vest on the date of the Company's next subsequent annual meeting of stockholders following the date of the Non-Employee Director's appointment to the Board.shareholders meeting.