Equity Incentive Award. On the Effective Date, the Company will issue five million (5,000,000) restricted shares of common stock of the Company to Executive as a signing bonus in consideration of the Executive’s entering into this Agreement. In addition, during the Employment Period, Executive shall be eligible to participate in all Stock Incentive Plans, policies and programs put in place by the Company.

Initial Equity Awards. As a material inducement to the Executive’s accepting employment with the Company and entering into this Agreement, on the Effective Date, the Executive shall be granted an aggregate of 4.5 million (4,500,000) shares of common stock (the “Initial Equity Award”). The Initial Equity Award shall be provided in shares of time-based restricted stock units and vest in equal quarterly installments throughout the Initial Term, commencing on the Effective Date and each subsequent three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein and restricted to the terms and conditions of Restricted Stock Award to be entered into by the Company and Executive. The executive will be able to accelerate the “initial equity award” vesting by meeting predetermined milestones to be defined and agreed to by the executive and the Company.

Equity Incentive Programs. Executive shall receive an initial grant of 20,000 shares of the Company’s common stock on the Effective Date hereof which shall be restricted per the terms of a separate stock restriction agreement (the “Initial Grant Stock Restriction Agreement”) to be executed by the Executive and the Company. The Executive shall be entitled to participate in the Company’s equity incentive programs for the 2023 fiscal year of the Company with awards of restricted common stock of the Company and performance stock units (or equivalents) of the Company commensurate with the level of other Named Executive Officers*4 of the Company (excluding the Chief Executive Officer) but with awards of restricted common stock of not less than 25,000 shares and awards of performance stock units (or equivalents) of not less than 30,000 shares/units. The Executive’s participation in such programs for 2024 and subsequent years shall be determined by the Compensation Committee or the Board.

Long Term Incentive Award. As soon as administratively practicable on or after the Effective Date, the Company shall grant to Executive 150,000 restricted stock units, each representing the right to earn a share of the common stock of the Company (the “Restricted Stock Units”). Fifty percent (50%) of the Restricted Stock Units shall be subject to a time-based vesting schedule and fifty percent (50%) of the Restricted Stock Units shall be subject to both a time-based vesting schedule and a performance based vesting schedule, the terms and conditions of which shall be set forth in restricted stock unit award agreements to be entered into by and between the Company and the Executive in the form adopted by the Board or the Compensation Committee, as applicable (the “Equity Agreements”).

Long Term Incentive Award. As soon as administratively practicable on or after the Effective Date, the Company shall grant to Executive 225,000 restricted stock units, each representing the right to earn a share of the common stock of the Company (the “Restricted Stock Units”). 50% of the Restricted Stock Units shall be subject to a time-based vesting schedule and 50% of the Restricted Stock Units shall be subject to both a time-based vesting schedule and a performance based vesting schedule, the terms and conditions of which shall be set forth in restricted stock unit award agreements to be entered into by and between the Company and the Executive in the form adopted by the Board or the Compensation Committee, as applicable (the “Equity Agreements”).