Consideration. The consideration payable to Consultant under this Agreement will include both Consulting Fees and Incentive Shares (as defined below) as follows, which together shall combine to form the total consideration payable under this Agreement.

Consideration. The Purchaser agrees to assign to the Company certain intellectual property rights, pursuant to that certain Technology Assignment Agreement dated as of the date hereof between the Company and the Purchaser (the “Assignment Agreement”), in exchange for the Purchased Shares. The Company and the Purchaser agree that the fair market value of such consideration is $​, or $​per Purchased Share. The Purchase Price is agreed to be at least 100% of the Fair Market Value of the Purchased Shares. Payment shall be made on the transfer date by execution and delivery of the Assignment Agreement.

In exchange for Your promises and obligations in the Severance and Release Agreements, including the release of claims and covenant not to sue set forth in this Release, and provided that You sign and do not revoke this Release, You comply with the terms and conditions of this Release, and this Release becomes effective, ​ will pay You the amounts, and will provide You the benefits, due to You under the Severance Benefits Agreement (“Release Consideration”).

Cash Consideration. The Director shall receive a salary of four thousand dollars ($4,000.00) paid within thirty (30) days of the end of each fiscal quarter, i.e. March 31, June 30, September 30 and December 31.

Exercise Consideration. Subject to Section 5(f) and Section 7(b), the consideration due upon settlement of the exercise of each Warrant will consist of the following:

Standstill Consideration. In consideration of Lender’s entering into this Agreement and agreeing to the Standstill, Borrow undertakes and agrees to seek to obtain the New Capital Amount and to pursue an uplisting of its common stock onto either the NASDAQ or NYSE stock exchanges, with all diligence and in good faith.

Valid Consideration. You agree and acknowledge that you have received valid, bargained for consideration in exchange for the terms of this Agreement, including but not limited to the Limits on Adverse Comments and Publications Section above.

Company’s Consideration. Subject to Employee complying with all of Employee’s obligations under this Agreement, as full, sufficient and complete consideration for Employee’s promises and releases, the Company will perform the following:

Consideration Period. Since Employee is 40 years of age or older, he is hereby informed that he has or may have specific rights and/or claims under the ADEA.

Consideration for Shares. To ensure compliance with applicable state corporate law, the Company may require you to furnish consideration in the form of cash or cash equivalents equal to the par value of the Shares issued to you hereunder, and you hereby authorize the Company to withhold such amount from remuneration otherwise due you from the Company.