Black-Scholes Value. For purposes of this Section I(B), “Black-Scholes Value” means, with respect to an Elective Option, the per share fair value of the Elective Option determined as of the applicable Issue Date using the Black-Scholes or other option pricing model that the Company most recently applied when valuing grants of options with service-based vesting conditions for purposes of preparing its (audited or unaudited) consolidated financial statements that have been filed with the Securities Exchange Commission and using as inputs to such model # the Fair Market Value (as defined in the Equity Plan) of a Share on the applicable Issue Date (or, if the Issue Date is not a trading day, the last trading day preceding the Issue Date) and # such other assumptions as determined by the Company’s Chief Accounting Officer on or before the Issue Date.

The fair value of each RSU is estimated on the date of grant using the Black-Scholes-Merton model with the following assumptions:

Equity grants, issued upon your start date, will carry an approximate value of $50,000.00 based on the Black-Scholes method and are broken down as follows:

"Option Value" means the per share value of each option to purchase a share of Common Stock based upon the Black-Scholes option valuation model as of the last day of the Year.

For purposes of this Section II, “Black-Scholes Value” means the per share fair value of the Initial Award or Subsequent Award, as applicable, determined as of the applicable date of grant of such Initial Award or Subsequent Award using the Black-Scholes pricing model using as inputs into such model # the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on the applicable date of grant and # such other assumptions as determined by the Company’s principal accounting officer on or before such date of grant.

Annual Grant. Each Director will be granted annually an Option with a grant-date value of approximately $115,000 determined using a Black-Scholes option-pricing model and a Restricted Stock Unit Award with a grant-date value of approximately $115,000, in each case rounded down to the nearest whole share. The Restricted Stock Units granted under this Section 7(a) shall be in addition to any RSUs granted to any Director pursuant to Section 6.

Calculation of Consideration Received. If any option and/or Common Stock Equivalent and/or Adjustment Right is issued in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the New Purchaser, the “Primary Security”, and such option and/or Common Stock Equivalent and/or Adjustment Right, the “Secondary Securities”), together comprising one integrated transaction, the consideration per share of Common Stock with respect to such Primary Security shall be deemed to be equal to the difference of # the lowest price per share for which one share of Common Stock was issued in such integrated transaction (or was deemed to be issued pursuant to Section 3(e)(i) or 3(e)(ii) above, as applicable) solely with respect to such Primary Security, minus # with respect to such Secondary Securities, the sum of # the Black Scholes Consideration Value of each such option, if any, # the fair market value (as determined by the New Purchaser) or the Black Scholes Consideration Value, as applicable, of such Adjustment Right, if any, and # the fair market value (as determined by the New Purchaser) of such Common Stock Equivalent, if any, in each case, as determined on a per share basis in accordance with this [Section 3(e)(iv)]. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold or deemed to have been issued or sold for cash, the consideration received therefor (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be deemed to be the net amount of consideration received by the Company therefor. If any shares of Common Stock, options or Common Stock Equivalents are issued or sold for a consideration other than cash (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company for such securities will be the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, options or Common Stock Equivalents are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving entity (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value), the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, options or Common Stock Equivalents, as the case may be. The fair value of any consideration other than cash or publicly traded securities (for the purpose of determining the consideration paid for such Common Stock, option or Common Stock Equivalent, but not for the purpose of the calculation of the Black Scholes Consideration Value) will be determined jointly by the Company and the New Purchaser. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by the Company and the New Purchaser. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company.

Initial Equity Grant for Non-Employee Directors: Each Non-Employee Director who is initially elected or appointed to serve on the Board after the Restatement Date shall be granted under the 2021 Plan or any other applicable Company equity incentive plan then-maintained by the Company (together with the 2021 Plan, the “Plan”) an equity grant with a value equivalent to $250,000, consisting of (1) an option to purchase shares of Common Stock (the “Initial Option”) with the number of shares subject to the Initial Option determined by dividing $125,000 (50% of $250,000) by the “Black-Scholes” Value (as defined below) on the grant date, rounded up to the nearest multiple of five, and (2) an award of restricted stock units (the “Initial RSU Award”) with the number of restricted stock units determined by dividing $125,000 (50% of $250,000) by the closing trading price of the Company’s Common Stock on the grant date, rounded up to the nearest whole unit. The Initial Option and Initial RSU Award will be automatically granted on the date on which such Non-Employee Director commences service on the Board. The Initial Option will vest and become exercisable as to 1/36th of the underlying shares on each monthly anniversary of the grant date, subject to the Non-Employee Director’s continued service through the applicable vesting date. For purposes hereof, “Black Scholes” Value means the fair value of an option to purchase one share of the Company’s Common Stock determined using the Black-Scholes pricing model based on the Fair Market Value of the Company’s Common Stock on the grant date and the most recent volatility, risk-free rate and life expectancy assumptions as of the grant date in the Company’s financial statements disclosing those assumptions. The Initial RSU Award will vest as to one-third of the underlying restricted

Stated Value. Each share of Series B Preferred Stock shall have a stated value equal to $0.01 (the "Stated Value").

Value Given. In consideration for the transfer to the Borrower of the Receivables and the related Collateral under the Second Tier Purchase Agreement, the Borrower shall have paid ​ an amount equal to the fair market value of the Receivables, and no such transfer shall have been made for or on account of an antecedent debt owed by ​ to the Borrower and no such transfer is or may be voidable or subject to avoidance under any Insolvency Law.