To Select the Chairman, Vice-Chairman, Secretary and Chief Executive Officer. The Board will select the chairman, vice-chairman and secretary of the Board and the Chief Executive Officer in compliance with Scio Diamond’s Certificate of Incorporation and Bylaws. The chairman and vice-chairman of the board will not be a current employee of Scio Diamond, or someone employed by Scio Diamond any time within the prior three years, unless the appointment is approved by two-thirds of the disinterested directors. The duties of the secretary may be performed by a Board member, Scio Diamond employee or outside consultant as long as the Board deems the individual qualified to keep accurate minutes of all meetings, act as parliamentarian and provide guidance to the Board to ensure that the actions of the Board are well documented and adhere to all legal, Financial Industry Regulatory Authority (FINRA) and Securities and Exchange Commission (SEC) guidelines.

Non-Executive Chairman of the Board. A Non-Employee Director serving as the Non-Executive Chairman of the Board shall receive an additional annual retainer of $35,000 for such service.

Non-Executive Chairman, Agreed Service Period. During the Agreed Service Period (as hereinafter defined), Warnke will continue as a member of the Board of Directors of the Company and will continue to hold the position of non-executive Chairman of the Board. For the purposes of this Agreement the term of Warnke's service as non-executive Chairman of the Board under this Agreement commenced with the effectiveness of his retirement as CEO on July 21, 2017 and, unless extended as provided in Section 2 below, will continue through the conclusion of the 2018 Annual Meeting (the "Agreed Service Period").

The equity compensation set forth below will be granted under the Tocagen Inc. 2016 Equity Incentive Plan (the “Plan”), subject to the Tocagen stockholders’ approval of the Plan. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per

"Chairman" means the chairman of the Supervisory Board, from time to time;

On March 15, 2023, ​ Inc. (the “Company”) announced the transition of ​cutive Chairman and Co-Founder, from the role of Executive Chairman to Chairman of the Board of Directors (the “Board”), effective immediately.

Chairman

[[Person B:Person]] – Chairman

) Terence Robinson, Chairman

For newly elected directors or a newly appointed committee chairman, the annual board retainer and annual chairman retainer, if applicable, are payable pro-rata for the year of election.