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.

Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under [Section 9.1(a)(iii)] or [Section 9.1(c)], as applicable, the Company or ​ shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this [Section 9.1(d)] to the contrary, to the extent the Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or ​ will, upon the written instruction of such Member, deliver the shares of Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with [Section 9.1(a)(i)]or the occurrence of a Change of Control Redemption, the Company or ​ shall take such actions as (A)may be required to ensure that the Member receives the shares of Class A Common Stock or the Cash Payment that such member is entitled to receive in connection with such Redemption pursuant to this Section 9.1,and # may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement.

Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: # cash (including cash equivalents); # check; # promissory note, to the extent permitted by Applicable Laws, # other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; # consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; # by net exercise; # such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or # any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.