Options. Any stock options that may be granted to the Executive before or during his employment pursuant to this Agreement shall be governed by the terms and provisions comparable to those options granted under the Company’s Stock Option Plan (as such may be amended or discontinued hereafter by Titan, in its discretion). Notwithstanding the foregoing, if # the Employment Term or any Extended Employment Term ends because the Company makes a nonrenewal election thereof under Section 2 hereof; # there is a Termination Without Cause or the Executive resigns as an employee, in either case where it is Termination Without Cause; # the Executive’s employment hereunder terminates because of his death or Disability; or # there is a Change in Control of the Company, then in any such event such options shall become fully exercisable and shall remain exercisable for the remainder of their term.

Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

By its approval of this Agreement, the Company’s Board of Directors has approved the issuance to Executive of an option to acquire 5,000,000 shares of the Company’s Common Stock, under and pursuant to the provisions of the ​ 2007 Stock Option Plan, as adopted by the Company’s Board of Directors and as approved by the Company’s Shareholders (the “Plan”) and on the terms set forth in the Stock Option Agreement annexed to this Agreement as [Exhibit A] (the “Option Agreement”), which provides inter alia that such option shall vest as set forth below, and be exercisable at the exercise price of $0.24 per share (which is the closing market price of the Company’s Common Stock on the date hereof) at any time during the five (5) year period following the date hereof (subject to earlier termination as provided under the Plan):

Initial Options. Each Non-Employee Director who is initially elected or appointed to the Board shall receive the Initial Option on the date of such initial election or appointment. No Non-Employee Director shall be granted more than one Initial Option.

Initial Options. Each Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date.

Elective Options. Each Elective Option shall vest and become exercisable as to 25% of the Shares subject to the Elective Option (each, a “Tranche”) upon the Non-Employee Director completing three months of continuous service as a Non-Employee Director, or in the applicable position, following the Issue Date, provided that the fourth and final Tranche of each Elective Option will vest and become exercisable on the earlier of the first anniversary of the Issue Date or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the Issue Date. By way of example, if, during a given Service Year, a Non-Employee Director ceases to serve on a committee of the Board for which such Non-Employee Director was granted a Committee Member Retainer Elective Option but continues to serve on the Board as a Non-Employee Director, such Non-Employee Director’s Base Retainer Elective Option will continue to vest and become exercisable while such Non-Employee Director continues to serve as a Non-Employee Director and any portion of such Non-Employee Director’s Committee Member Retainer Elective Option that has not become vested and exercisable on or prior to the date such Non-Employee Director ceases to serve on such committee shall be immediately forfeited on the date such Non-Employee Director ceases to serve on such committee.

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.

Stock Options. The Company shall grant to the Officer, pursuant to and subject to the terms and conditions of the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”):

Kx Options. In the event that # the Licensed Software is held to infringe the rights of a third party and the use of the Licensed Software is enjoined, # Kx concludes that the Licensed Software infringes the rights of a third party, or # in the case of settlement as referred to in section 9.1 above, Kx will, if possible on commercially reasonable terms, at its own expense and option: # procure for ​ the right to continue to use the Licensed Software,(b) replace the infringing components of the Licensed Software with other components with the same or similar functionality that are reasonably acceptable to ​, or # suitably modify the Licensed Software so that it is non-infringing and reasonably acceptable to ​. If none of the foregoing options are available to Kx on commercially reasonable terms, Kx may terminate this OEM Agreement without further liability to ​ except as provided in section 9.1 above. ​ will cooperate with Kx in the return of the Licensed Software.

Reload Options. The Committee may, in its discretion, provide in the terms of any Option Grant Certificate that if the Participant delivers shares of Stock already owned or to be received upon exercise of the Option in full or partial payment of the option price, or in full or partial payment of the tax withholding obligations incurred on account of the exercise of the Option, the Optionee shall automatically and immediately upon such exercise be granted an additional option (a “Reload Option”) to purchase the number of shares of Stock delivered by the Optionee to the Company, on such terms and conditions as the Committee may determine under the terms of the Plan. Notwithstanding the preceding, the purchase price of shares of Stock acquired under a Reload Option shall be not less than the Fair Market Value of a share of Stock on the date the Reload Option is issued.