Annual Grant. Without any further action by the Board, at the close of business on the date of each Annual Meeting of the stockholders of the Company (“Annual Award Grant Date”) following the Amendment Date, each person, other than a New Director, who is then a Non-Employee Director (a “Continuing Director”) will automatically be granted a Nonstatutory Stock Option (an “Annual Option Grant”) and RSUs (an “Annual RSU Grant”, and together with the Annual Option Grant, the “Annual Grant”) with an aggregate grant date fair value of the Annual Option Grant and Annual RSU grant of $275,000 (the “Annual Grant Maximum Value”), as follows:

Annual Grant. Without any further action 1">by1">of the Board, at the close of business on the date of each 3">Annual Meeting3">annual meeting of the 5">Company’s stockholders 7">of the Company (“Annual Award Grant Date”7">(each, an “Annual Meeting”)9"> following the Amendment Date,9">, each 11">person, other than a New Director,11">person who is then a Non-Employee Director 13">(a “Continuing Director”) will automatically be 15">granted15">granted: # a Nonstatutory Stock Option 17">(an17">to purchase a number of shares of the Company’s common stock (the “Annual Option Grant”) 19">with a value of $82,500 determined using Black-Scholes’ valuation methodology based on the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and 21">RSUs (an21">with such number of shares rounded down to the nearest whole share and # an RSU award covering a number of shares of Company’s common stock (the “Annual RSU Grant”23">, and23"> and, together with the Annual Option Grant, the “Annual 25">Grant”25">Grants”) with 27">an aggregate27">a value of $82,500 determined by dividing such dollar value by the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date 29">fair value29">and rounding down to the nearest whole share. Each Annual Grant will vest upon the earlier of the 31">one (1) year anniversary of the grant date or the day prior to the Company’s next Annual 33">Option Grant and Annual RSU33">Meeting occurring after the grant 35">of $275,000 (the “Annual Grant Maximum Value”), as follows:35">date, subject to the Non-Employee Director’s Continuous Service through the vesting date.

Annual Grant. Without any further action 1">by1">of the Board, at the close of business on the date of each 3">Annual Meeting3">annual meeting of the 5">Company’s stockholders 7">of the Company (“Annual Award Grant Date”7">(each, an “Annual Meeting”)9"> following the Amendment Date,9">, each 11">person, other than a New Director,11">person who is then a Non-Employee Director 13">(a “Continuing Director”) will automatically be 15">granted15">granted: # a Nonstatutory Stock Option 17">(an17">to purchase a number of shares of the Company’s common stock (the “Annual Option Grant”) 19">with a value of $70,000 determined using Black-Scholes’ valuation methodology based on the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date and 21">RSUs (an21">with such number of shares rounded down to the nearest whole share and # an RSU award covering a number of shares of Company’s common stock (the “Annual RSU Grant”23">, and23"> and, together with the Annual Option Grant, the “Annual 25">Grant”25">Grants”) with 27">an aggregate27">a value of $70,000 determined by dividing such dollar value by the average closing price of the Company’s common stock over the 90 calendar days prior to the grant date 29">fair value29">and rounding down to the nearest whole share. Each Annual Grant will vest upon the earlier of the 31">one (1) year anniversary of the grant date or the day prior to the Company’s next Annual 33">Option Grant and Annual RSU33">Meeting occurring after the grant 35">of $275,000 (the “Annual Grant Maximum Value”), as follows:35">date, subject to the Non-Employee Director’s Continuous Service through the vesting date.