Prior Payments. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, expect with respect to any excess beyond the amount paid under any insurance policy or indemnity policy; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.

Prior Inventions. I have set forth on [Exhibit A] (Inventions) a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with Company, in which I have an ownership interest or which I have a license to use and that I wish to have excluded from the scope of this agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in [Exhibit A], I warrant that there are no Prior Inventions. If, in the course of my employment with Company, I incorporate a Prior Invention into a Company product, process or machine, I hereby grant Company a nonexclusive, royalty free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to reproduce, make derivative works of, distribute, publicly perform, publicly display in any form or medium, whether now known or later developed, make, have made, modify, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, any Prior Inventions in any Company Inventions (as defined below) without Company’s prior written consent.

Prior Agreement. This Agreement amends and restates the Prior Agreement in its entirety. Notwithstanding the foregoing, Section 4 of that certain amendment to Employment and Option Agreement dated as of August 2, 2022, which amended Employee’s Incentive Stock Option Agreement dated as of September 15, 2022, shall remain in full force and effect.

Prior Approval. Tenant’s selected contractor shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld.

Prior Inventions. Attached to this Agreement and initialed by both parties is a list of all of the Inventions, if any, in which Employee possesses any right, title, or interest prior to commencement of her employment with the Company, which are not subject to the terms of this Agreement.

[Prior Agreement. This Agreement supersedes and replaces in its entirety the Indemnification Agreement between the Indemnitee and the Company dated as of , .]

The Shareholder shall not engage in an investment strategy based upon selling these or any other shares of the Company’s Common Stock, whether equity, debt or otherwise, “short,” while the Shareholder’s shares covered hereby remain unsold, and the Shareholder shall not “short” the Company’s Common Stock while any shares of the Company’s Common Stock owned by the Shareholder remain unsold;

No Conversion Prior to Stockholder Approval. Notwithstanding any provisions to the contrary in the Certificate of Designations, the Purchaser agrees not to convert any shares of Preferred Stock into shares of Common Stock or Pre-Funded Warrants (as defined in the Certificate of Designation) until after the Company has obtained the Stockholder Approval.

No actual shares of Common Stock shall be issued until the distribution date described below. The Phantom Shares shall not be considered issued and outstanding shares for purposes of stockholder voting rights.

Supersedes Prior Agreements. With respect to the period covered by the Contract Period, this Agreement supersedes and cancels all prior agreements relating to your employment with the Company.