Stock Option. Subject to the approval of the Board or the Compensation Committee of the Board, Executive will be granted an option to purchase 210,000 shares of the Company’s common stock at a price per share equal to the closing trading price of a share of the Company’s common stock on the date of grant or the trading day immediately preceding the date of grant if the date of grant is not a trading day. Twenty-five percent (25%) of the shares subject to the option will vest on the first anniversary of the Effective Date, and the remaining shares subject to the option will vest in substantially equal monthly installments over the next 36 months thereafter, subject to Executive’s continued service to the Company through the applicable vesting date. This option will be subject to the terms and conditions of the Company’s 2022 Employment Inducement Award Plan and a stock option agreement to be entered into between Executive and the Company.

Equity Compensation. As an inducement to Executive's acceptance of employment, at the first meeting of the Board of Directors following the date on which Executive’s employment commences, Executive shall be granted a non-qualified stock option to purchase 50,000 shares of Company’s Common Stock (the “Common Stock”), at a per share exercise price equal to the fair market value of a share of Common Stock on the date of the grant (the “Option”) which Option shall vest as follows provided that Executive remains in service to the Company: 25% of the shares subject to the Option shall vest on the one-year anniversary on the date of grant and 1/48th of the total number of shares subject to the Option shall vest upon the completion of each month of service to the Company thereafter.

Stock Options. The Executive shall be granted stock options under the Company’s 2011 Equity Incentive Plan entitling him to purchase 300,000 shares of common stock of the Company at an exercise price calculated as the closing price of the Company’s common stock on the Closing Date, as such term is defined in the Purchase Agreement (to which this Agreement is an exhibit), which options shall vest 40% after 24 months and thereafter the remaining 60% in equal monthly installments over the following 36 months, pursuant to a customary stock option agreement that will contain the terms pertaining to the stock options set forth in this [Section 3(b)], which the Executive and the Company shall enter into within ten (10) business days after this Agreement is executed by both of the parties.

Stock Options. Subject to the approval and sole discretion of the Board, Employee shall be granted a non-qualified option (the “Option”) to acquire 475,000 shares of common stock (the “Shares”), which shall be subject to the terms of the Company’s 2015 Stock Option Plan or 2021 Omnibus Equity Compensation Plan, as each may be amended from time to time, and any associated equity and/or grant agreement required to be entered into by Employee and the Company. The Shares will be subject to a four (4) year vesting schedule. Twenty-five percent of the Shares shall vest on the one (1) year anniversary of the date of grant (the “Vesting Commencement Date”), and the remaining Shares shall vest as follows: 25% of the Shares at the end of each successive twelve (12) month period following the Vesting Commencement Date, provided that the Employee is still employed by the Company pursuant to this Agreement on each respective Vesting Date. The exercise price of the Shares shall be determined on May 2, 2022.

Equity. In consideration for his employment and subject to the approval of the Board, the Company will recommend to its current Board that the Executive be granted a 10-year stock option to purchase up to 560,000 shares of Company’s common stock (the “Shares”) pursuant to the Company’s Second Amended and Restated 2014 Employee, Director and Consultant Equity Incentive Plan as amended from time to time by the Company (the “Plan”), subject to the approval of the Board. The Shares will be granted pursuant to a form of option agreement previously approved by the Board. The options will vest in 3 equal annual installments on the anniversary of the grant date. Sixty (60) percent of those options will have a strike price of the current share price on the later of the day you join the company or the date of grant, and the remaining forty (40) percent will have a strike price of $1.75 per share.

Options. Executive shall be granted awards of options to purchase shares of the Company’s Common Stock, subject to vesting and exercise requirements and other terms and conditions of the Company’s Equity Compensation Plan and associated award documents, and contingent upon Executive signing the applicable Incentive Stock Option Agreement in form and substance acceptable to the Company, as follows:

As additional compensation, and subject to approval by the Board, you will be granted an option as an inducement award pursuant Nasdaq Listing Rule 55635(c)(4), to purchase 1,884,838 shares of Company common stock with an exercise price equal to the fair market value of the Company’s stock on the date of grant (the “Option”). The grant of the Option will also be subject to the approval of the Company’s stockholders, to the extent required by applicable law. The shares subject to the Option will vest over a 48 month period with 25% vesting on the one year anniversary of your commencing employment as Chief Executive Officer under this Offer Letter and the balance in monthly installments thereafter, subject to your continued service through the applicable vesting date.

Company’s Common Stock (the “Option”). The exercise price per share of the Option will be determined by the Board of Directors or the Compensation Committee when the Option is granted. The Option will be subject to the terms and conditions applicable to options granted under the Company’s 2013 Equity Incentive Plan (the “Plan”) and the applicable Stock Option Agreement. You will vest in 25% of the Option shares after 12 months of continuous service with the Company, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement.

Option Award. Subject to the approval and sole discretion of the Compensation Committee of the Company’s Board of Directors, Employee shall be granted a non-qualified option (the “Option”) to acquire 100,000 shares of common stock (the “Shares”), which shall be subject to the terms of the Company’s 2015 Stock Option Plan or 2021 Omnibus Incentive Plan, in each case as amended from time to time, and any associated equity and/or grant agreement required to be entered into by Employee and the Company. The Shares will be subject to a performance-based vesting schedule to be determined by the Compensation Committee in consultation with the Chief Executive Officer. The exercise price of the Shares shall be determined on the first or fifteenth of the month following the Compensation Committee’s approval of the Option.

As compensation for your services to the Company, the Company will, subject to the approval of the Board, grant you a nonstatutory stock option entitling you to purchase 109,775 (0.75% of 14,636,189 diluted shares) shares of common stock of the Company (the “Option”). The exercise price per share will be equal to the fair market value of the Company’s common stock on the date of grant, as determined by the Board. The Option shall vest and become exercisable as to 25% of the shares subject to the Option on the first anniversary of your vesting commencement date and as to 1/48th of the shares each month thereafter, subject to your continued service on such dates, such that all shares subject to the Option shall be fully vested after 4 years. Notwithstanding the foregoing, in the event of a change of control (to be defined in the Option Agreement) of the Company, 100% of the shares subject to your option shall automatically vest and become immediately exercisable. The Option shall be subject to the terms and conditions of the Company’s Stock Plan (the “Plan”) and a stock option agreement (the “Option Agreement”) to be executed by you and the Company, both of which are incorporated herein by reference. No right to any stock is earned or accrued until such time that vesting occurs, nor will the grant confer any right to continued vesting or to remain on the Board.