Initial Awards. Each individual who first becomes an Outside Director following the Effective Date will be granted an award of Options (an “Initial Award”) to purchase a number of Shares having a Value (as defined below) of $758,000, with any resulting fraction rounded down to the nearest whole Share. The Initial Award will be granted automatically on the first Trading Day on or after the date on which such individual first becomes an Outside Director (the first date as an Outside Director, the “Initial Start Date”), whether through election by the Company’s stockholders or appointment by the Board to fill a vacancy. If an individual was a member of the Board and also an employee, becoming an Outside Director due to termination of employment will not entitle the Outside Director to an Initial Award. Each Initial Award will be scheduled to vest as follows: One-thirty sixth (1/36th) of the Shares subject to the Initial Award will be scheduled to vest each month following the grant date, in each case subject to the Outside Director continuing to be a Service Provider through the applicable vesting date.

Initial Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board on any date (including the date of an Annual Meeting) shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $400,000 (as determined in accordance with ASC 718). The awards described in this Section 2(b) shall be referred to as “Initial Awards.” For the avoidance of doubt and notwithstanding anything set forth herein, # no Non-Employee Director shall be granted more than one Initial Award, and # in the event that a Non-Employee Director’s Start Date occurs on the date of an Annual Meeting, such Director shall receive an award of restricted stock units that have an aggregate fair value on such Non-Employee Director’s Start Date equal to $600,000 (as determined in accordance with ASC 718) (which is meant to represent the sum of an Initial Award and an Annual Award).

Initial Awards. Each Initial Award that is an Initial Option shall vest and become exercisable in thirty-six (36) substantially equal monthly installments following the date of grant, such that the Initial Option shall be fully vested on the third anniversary of the date of grant, subject to the Non-Employee Director continuing in service as a Non-Employee Director through each such vesting date. Each Initial Award that is an Initial RSU shall vest in twelve (12) substantially equal quarterly installments following the date of grant, such that the Initial RSUs |

Initial Awards. Each Non-Employee Director who is initially elected or appointed to the Board shall receive an option to purchase 35,000 shares of the Company’s common stock and 12,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such initial election or appointment. The awards described in this Section 2(a) shall be referred to as “Initial Awards.” No Non-Employee Director shall be granted more than one Initial Award.

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 200,000 warrants (the “Initial Equity”). The warrants stock will vest in five equal quarterly installments on each three-month anniversary of the grant date, subject to continued employment of the Executive other than as stated herein.

The initial contribution of the Parties (the “Initial Contribution”) shall be:

Initial Loans. The agreement of each Tranche B Lender to make the Original Tranche B Loans requested to be made by it is subject to the satisfaction, prior to or concurrently with the making of such Original Tranche B Loans, of the following conditions precedent, provided that the requirements of this Section 3.01 shall not apply to matters referred to in Section 5.14:

Initial Grant. Following the effective date of this Plan, each Director shall, effective as of the date of such individual’s initial election or appointment to the Board, be granted 2,000 Restricted Stock Units.

Initial Deposit. Buyer shall deliver the Initial Deposit to Escrow Agent by bank wire transfer no later than 12:00 PM EST on November 21, 2018.

Initial Enrollment. A Director shall, as a condition of participation in this Plan, complete such forms and make such elections in accordance with Plan Rules as the Plan Administrator may require for the effective administration of this Plan.