Stock Options. On the Effective Date, the Company shall grant to the Employee five year options in the Company’s customary form (the “Options”) subject to the Company’s 2014 Incentive Stock Plan (the “Plan”), exercisable (when vested) to purchase for cash or by cashless exercise up to 200,000 shares of Company Common Stock at a price equal to the closing price of such shares on the date of this Agreement, vesting, provided the Employee is still employed by the Company, as follows: # 50,000 shares on the Effective Date, # 50,000 shares on December 31, 2015, and # 50,000 shares on December 31, 2016, and # 50,000 shares on December 31, 2017; provided that 75,000 of the Options (consisting of 50,000 Options vesting on December 31, 2017 and 25,000 Options vesting on December 31, 2016) are granted subject to stockholder approval of the Company’s proposed increase in the Plan, submitted for approval at the March 10, 2015 Annual Meeting of Stockholders of the Company.

Stock Options. On the Effective Date, the Company shall grant to Employee options to purchase that number of shares of the Company’s Common Stock equal to two percent (2%) of the Company’s then issued and outstanding shares of common stock (including preferred stock on an as-converted basis) (“Employee Options”). The Employee Options shall have a 5-year term and the exercise price shall be equal to the 5-day average closing price of the Company’s Common Stock as of the Effective Date.

Stock Options. Subject to the approval and sole discretion of the Board, Employee shall be granted a non-qualified option (the “Option”) to acquire 475,000 shares of common stock (the “Shares”), which shall be subject to the terms of the Company’s 2015 Stock Option Plan or 2021 Omnibus Equity Compensation Plan, as each may be amended from time to time, and any associated equity and/or grant agreement required to be entered into by Employee and the Company. The Shares will be subject to a four (4) year vesting schedule. Twenty-five percent of the Shares shall vest on the one (1) year anniversary of the date of grant (the “Vesting Commencement Date”), and the remaining Shares shall vest as follows: 25% of the Shares at the end of each successive twelve (12) month period following the Vesting Commencement Date, provided that the Employee is still employed by the Company pursuant to this Agreement on each respective Vesting Date. The exercise price of the Shares shall be determined on May 2, 2022.

Grant of Stock Options. In recognition of Employee’s importance and value to the Company and as an additional inducement for Employee to enter into this Agreement, but subject in all respects to the terms and conditions of this Agreement, including, without limitation, the vesting/exercisability schedule set forth below, and the Company’s 2014 Stock Incentive Plan (the “Plan”) and the Company’s form of Stock Option Agreement, the Company hereby grants to Employee on the later of the Effective Date or the date that this Agreement has been signed by the Employee and the Company (the “Option Grant Date”), stock options to purchase 125,000 shares (the “Options”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). With respect to the Options that first become exercisable in each of 2018, 2019, and 2020, those Options of which the aggregate exercise price is up to but not more than $100,000 shall be incentive stock options under the Plan and within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and the remainder of the Options that become exercisable in that year shall be non-qualified stock options under the Plan. In other words, of the 41,666 Options that first become exercisable in 2018, that portion of those Options whose aggregate exercise price is not more than $100,000 (for example, 14,285 Options if their exercise price is $7.00 each) shall be incentive stock options. Resales of shares of common stock underlying all the Options will be covered by the Company’s registration statement on Form S-8. The price per share of the Options shall be equal to the Fair Market Value (as that term is defined below) of the Common Stock on the Option Grant Date. For purposes of this Agreement, the term “Fair Market Value” shall mean the Volume Weighted Average Traded Price (as defined below) of the Common Stock on the Option Grant Date on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”). Subject to the terms and conditions of this Agreement, 41,666, 41,667, and 41,667 of the Options shall become exercisable on the first, second, and third anniversaries, respectively, of the Option Grant Date, and all the Options will expire on the seventh anniversary of the Option Grant Date unless exercised prior to that date. As used in this Agreement, the term “Volume Weighted Average Traded Price” shall mean, for a given day, the sum of sale prices for all shares traded during that day, divided by the total aggregate number of shares traded during that day.

As soon as reasonably practicable following the date of this Agreement, the Company’s Stock Option Committee shall grant to Employee non-qualified options (the “Stock Options”) to purchase 7,500 shares of common stock of the Company, par value $0.05 per share (the “Common Stock”), exercisable at an exercise price equal to the fair market value of the shares of Common Stock of the Company on the date of grant, pursuant to the Company’s 2012 Stock Option Plan, as amended (the “Plan”).. The Stock Options will # have a ten-year term, including for the maximum period after any termination of Employee’s employment by the Company permitted under the Plan, and # become exercisable one-third on each of the first, second and third anniversaries of the date of grant; provided, however, such vesting shall be accelerated by 12 months upon the occurrence of a Change in Control (as defined below) and shall contain a cashless exercise provision. For purposes of this Agreement, a “Change in Control” of the Company shall be deemed to have taken place # if as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the Company within twelve months before such transaction shall cease to constitute a majority of the Board of the Company of any successor entity; # the consummation of a merger or consolidation of the Company, with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the contributing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned beneficially by persons other than the shareholders who owned beneficially more than 50% of the combined voting power of the Company’s securities immediately prior to such merger, consolidation or other reorganization; # the sale, transfer of other disposition of all or substantially all of the Company’s assets.

Stock Options. The Executive shall be granted stock options under the Company’s 2011 Equity Incentive Plan entitling him to purchase 300,000 shares of common stock of the Company at an exercise price calculated as the closing price of the Company’s common stock on the Closing Date, as such term is defined in the Purchase Agreement (to which this Agreement is an exhibit), which options shall vest 40% after 24 months and thereafter the remaining 60% in equal monthly installments over the following 36 months, pursuant to a customary stock option agreement that will contain the terms pertaining to the stock options set forth in this [Section 3(b)], which the Executive and the Company shall enter into within ten (10) business days after this Agreement is executed by both of the parties.

Stock Option. Subject to the approval of the Board or the Compensation Committee of the Board, Executive will be granted an option to purchase 210,000 shares of the Company’s common stock at a price per share equal to the closing trading price of a share of the Company’s common stock on the date of grant or the trading day immediately preceding the date of grant if the date of grant is not a trading day. Twenty-five percent (25%) of the shares subject to the option will vest on the first anniversary of the Effective Date, and the remaining shares subject to the option will vest in substantially equal monthly installments over the next 36 months thereafter, subject to Executive’s continued service to the Company through the applicable vesting date. This option will be subject to the terms and conditions of the Company’s 2022 Employment Inducement Award Plan and a stock option agreement to be entered into between Executive and the Company.