Annual Equity Award. A person who is a Non-Employee Director immediately following each annual meeting of the Company’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 the date of each such annual meeting, a restricted share unit award with a grant date value equal to $160,000 (the “Annual Equity Award”). The Annual Equity Award shall vest on the earlier of the first anniversary date of the grant date or the date of the Company’s next subsequent annual meeting of stockholders following the grant date.

Annual Awards. Each Non-Employee Director who # serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) after the Company consummates its initial public offering and # will continue to serve as a Non- Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, # an option to purchase a number of shares of common stock at a per-share exercise price equal to the closing price per share of the Company’s common stock on the date of such Annual Meeting (or on the last preceding trading day if the date of the Annual Meeting is not a trading day) that have an aggregate Grant Date Value on the date of grant of $100,000 (subject to adjustment as provided in the Equity Plan) and # restricted stock units with an aggregate value on the date of grant of $100,000 (with the number of shares of common stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this [Section 3(b)] shall be referred to as the “Annual Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an Annual Meeting shall receive only an Annual Award in connection with such election, and shall not receive any Initial Award on the date of such Annual Meeting as well.

Annual Awards. A Non-Employee Director who has served as a member of the Board for at least six months prior to the date of the Company’s annual meeting of shareholders shall be granted equity award(s) under the Plan consisting of non-qualified share options and/or restricted share units (collectively, the “Annual Awards”). The Compensation Committee or the Board shall allocate 50% of the Grant Date Fair Value of the equity award to restricted share units and the remainder to non-qualified share options. The total aggregate Grant Date Fair Value of the equity award(s) shall equal $345,000 (subject to rounding of shares to the nearest whole number).

Annual Equity-Based Compensation for Non-Employee Directors. An annual grant of RSUs (an “Annual Award”) shall be made under the Equity Plan to each Non-Employee Director following each annual meeting of stockholders of the Company. The Annual Award shall have a value equal to $165,000, based on the grant date closing price of the Common Stock. The grant date of the Annual Award shall be the date of such annual meeting of stockholders of the Company, or as the earliest practicable date thereafter, as determined by the Company’s Chief Executive Officer or Chief Financial Officer. The Annual Award shall vest in full on the earlier of # one year following the date of grant or # the following year’s annual meeting of stockholders, subject to the applicable director’s continued service on the Board through the vesting date. The Annual Award shall be granted pursuant to the Company’s standard form RSU award agreement, and subject to the terms and conditions therein.

Annual Awards. A Non-Employee Director who has served as a member of the Board for at least six months prior to the date of the Company’s annual meeting of shareholders shall be granted equity award(s) under the Plan consisting of non-qualified share options and/or restricted share units (collectively, the “Annual Awards”). The Compensation Committee or the Board shall allocate 50% of the equity award to restricted share units (the remainder shall be non-qualified share options), such allocation to be determined in the sole discretion of the Compensation Committee or Board. The total aggregate Fair Value of the equity award(s) shall equal $345,000 (subject to rounding of shares to the nearest whole number).

Annual Equity-Based Compensation for Non-Employee Directors. An annual grant of RSUs (an “Annual Award”) shall be made under the Equity Plan to each Non-Employee Director following each annual meeting of stockholders of the Company. The Annual Award shall have a value equal to $120,000, based on the grant date closing price of the Common Stock. The grant date of the Annual Award shall be the date of such annual meeting of stockholders of the Company, or as the earliest practicable date thereafter, as determined by the Company’s Chief Executive officer or Chief Financial Officer. The Annual Award shall vest in full on the earlier of # one year following the date of grant or # the following year’s annual meeting of stockholders, subject to the applicable director’s continued service on the Board through the vesting date. The Annual Award shall be granted pursuant to the Company’s standard form RSU award agreement, and subject to the terms and conditions therein.

Annual equity grants: Each non-employee member of the Board will receive an annual equity grant (the “Annual Grant”) following the annual meeting of stockholders of $200,000 of equity awards in the form of stock options and/or restricted stock units, as determined by the Compensation Committee of the Board, that vest upon the first anniversary of such grant date (or, if earlier, immediately prior to the annual meeting of stockholders that is closest to the one year anniversary), provided, however, that all vesting ceases if the director resigns from the Board of Directors or otherwise ceases to serve as a director, unless the Board of Directors determines that the circumstances warrant continuation of vesting. The number of shares issued in connection with the Annual Grant shall be based on the 30 trading day trailing average NYSE stock price as of market close on the date of grant and in the case of options, shall be based on the 30 trading day trailing average fair value (Black-Scholes value) as of the date of grant. Newly elected non-employee directors will receive a pro-rated equity grant in connection with their appointment or election to the Board.

On the date of each Annual Meeting of Stockholders: Annual equity grants to each non-employee director serving on the Board immediately following the Company’s annual meeting of stockholders of (i) an option to purchase shares of Common Stock, with a Value of $200,000, an exercise price per share equal to the closing price of a share of Common Stock on the date of grant and a term of ten years and (ii) a grant of restricted stock units with a Value of $200,000. Such annual option grant and annual restricted stock unit grant shall each vest on the earlier of the one-year anniversary of the grant date and the Company’s next annual meeting of stockholders, subject to the director’s continued service on the Board.

Annual Grants. Beginning in calendar year 2022, each non-employee director who is serving as a member of our Board will be granted, automatically and without the need for any further action by the Board, an equity award on the date of our annual meeting of stockholders for such year of an option to purchase a number of shares of our common stock having an aggregate value of $190,000 as of the date of such annual meeting of stockholders, as determined using a Black-Scholes valuation model; provided, however, that for a non-employee director who was initially elected to the Board within the 12 months preceding the annual meeting of stockholders, the number of shares subject to such option shall be pro-rated on a monthly basis for time in service. The annual award shall have a term of ten years from the date of the award, and shall vest on the twelve-month anniversary of the date of grant of the award (or, if earlier, the date of the next annual meeting of stockholders following the date of grant of the award), subject to the director’s continued service as a director, employee or consultant through the applicable vesting date. The vesting shall accelerate as to 100% of the shares upon a Change in Control of the Company. The exercise price shall be the closing price of our common stock on the date of grant.

On December 15th of each subsequent year of service (the “Grant Date”), beginning on December 15, 2022, each Non-Employee Director of the Company serving on such Grant Date will receive a grant of shares of restricted Common Stock of the Company pursuant to the 2021 Equity Incentive Plan, as amended (the “Annual Award”), having a value of $100,000, for their prospective service in the upcoming calendar year (the “Annual Service Period”). The number of shares to be granted pursuant to an Annual Award will be based on the average of the high and low trading prices for the Company’s Common Stock on the Grant Date but if the Grant Date shall not be a date upon which the shares trade, then the number of shares will be based on the average of the high and low trading prices for the Company’s Common Stock on the last preceding trading date prior to the Grant Date. The shares granted under the Annual Award will vest on January 1 of the calendar year following the conclusion of the Annual Service Period.

Annual Awards. A Non-Employee Director who # serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) after the Effective Date and # will continue to serve as a Non-Employee Director immediately following such Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an option to purchase the number of shares of the Company’s common stock (at a per-share exercise price equal to the closing price per share of the Company’s common stock on the date of such annual meeting (or on the last preceding trading day if the date of the annual meeting is not a trading day)) equal to the lesser of 20,000 shares or the number of shares that have an aggregate fair value on the date of grant of $100,000 (as determined in accordance with ASC 718) (with the number of shares of Common Stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” Notwithstanding the foregoing, the Board in its sole discretion may determine that the Annual Awards for any year be granted in the form of restricted stock units with equivalent value on the date of grant (with the number of shares of Common Stock underlying each such award not to exceed 20,000 shares and subject to adjustment as provided in the Equity Plan). For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an Annual Meeting shall only receive an Annual Award in connection with such election, and shall not receive any Initial Award (as defined below) on the date of such Annual Meeting as well.