Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well.

Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director onAwards: On the Board for at least six months asfirst business day following the conclusion of the date of anyeach regular annual meeting of the Company’s stockholders and #stockholders, commencing with the 2022 annual meeting, each Non-Employee Director who will continue to serveserving as a Non-Employee Director immediately following such meeting,member of the Board thereafter, shall be grantedreceive a grant of RSUs (“Annual RSU Award”) under the Plan with respect to a number of restrictedshares of common stock units (the “Annual RSUs”)having an aggregate fair market value as determined under the Plan equal to $185,000 calculated on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well. grant.

Annual RSUs. A Non-Employee DirectorGrants. Each continuing non-employee director who # has been servingserved as a Non-Employee Director on themember of our Board for at least six months as ofprior to the date of anyour annual meeting of stockholders for a particular year will be granted, automatically and without the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”)need for any further action by the Board, an equity award on the date of suchour annual meeting determined by dividingof stockholders for such year equal to 45,000 RSUs with respect to shares of our common stock. The annual award shall vest in full on the aggregate valueone-year anniversary of the Annual RSUs as determined by the Board by the Fair Market Value of a sharegrant date of the Company’s common stock onaward (or, if earlier, the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at anour next annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs onfollowing the date of grant of the award), subject to the director’s continued service as a director, employee or consultant with the Company through such meetingvesting date. The vesting of such award shall accelerate as well. to 100% of the award upon a change in control of the Company.

Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee Director on the Board for at least six months as ofAwards. On the date of anyeach annual meeting of the Company’s stockholders and #stockholders, each Nonemployee Director in office immediately after such meeting will continuebe eligible to servereceive an RSU award (an “Annual Award”) for service as a Non-EmployeeNonemployee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”)based on the date of such annual meeting determined by dividingdollar amounts set forth in the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well. following table:

Annual RSUs.Subsequent Awards. A Non-Employee Director who # has beenis serving as a Non-Employee Director on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and has been serving as a Non-Employee Director for at least six months as of the date of such meeting, and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be automatically granted a numberan option to purchase 17,500 shares of restrictedthe Company’s common stock units (the “Annual RSUs”)and 6,000 RSUs under the Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUsmeeting. The awards described in this Section 2(b) shall be referred to as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share.“Subsequent Awards.” For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUsSubsequent Award on the date of such meeting as well.

Annual RSUs. AAwards. Each Non-Employee Director who # has been serving as a Non-Employee Directorserves on the Board for at least six months as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) and # will continue to serve as a Non-Employee Director immediately following such meeting,Annual Meeting shall be granted a number of restricted stock units (the “Annual RSUs”)automatically granted, on the date of such annual meeting determined by dividing theAnnual Meeting, an award of restricted stock units that have an aggregate fair value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of such Annual Meeting of $200,000 (as determined in accordance with ASC 718 and with the annual meeting, with any partialnumber of shares that result being rounded downof common stock underlying such award subject to adjustment as provided in the nearest whole share.Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, aif the Company’s Annual Meeting does not occur by June 30 of each calendar year, each Non-Employee Director elected for the first time to the Board atshall be automatically granted an annual meeting of the Company’s stockholders shall only receive an InitialAnnual Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well. June 30.

Annual RSUs. A Non-EmployeeInitial Awards. Each Nonemployee Director who # has been serving as a Non-Employee Director onelected to the Board for at least six months as of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Boardafter this Policy is adopted, other than at an annual meeting of the Company’s stockholders shall only(a “New Director”), will be eligible to receive an Initial AwardRSU award (an “Initial Award”) based on the dollar amounts set forth in connection with such election,the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and shall not receive any Annual RSUs onincluding the date of suchhis or her appointment and the first anniversary of the previous annual meeting as well. of stockholders, and the denominator of which is 365:

Annual RSUs. A Non-Employee Director who # has been serving as a Non-Employee DirectorEach award of Annual RSUs shall vest on the Board for at least six months asearlier of the first anniversary of the date of anygrant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders and # will continueoccurring after the date of grant, in either case, subject to servethe Non-Employee Director continuing in service as a Non-Employee Director immediately followingthrough such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”) on the date of such annual meeting determined by dividing the aggregate value of the Annual RSUs as determined by the Board by the Fair Market Value of a share of the Company’s common stock on the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well. vesting date.

Annual RSUs. AEquity Grant for Non-Employee Directors: Each Non-Employee Director who #(i) has been serving as a Non-Employee Director on the Board for at least sixfour months as of the date of anyeach annual meeting of the Company’s stockholders (each, an “Annual Meeting”), beginning with the 2023 Annual Meeting, and #(ii) will continue to serve as a Non-Employee Director immediately following such meeting,Annual Meeting, shall be granted under the Plan equity awards with a value equivalent to $145,000, consisting of (1) an option to purchase shares of Common Stock (the “Annual Option”) with the number of shares subject to the Annual Option determined by dividing $72,500 (50% of $145,000) by the “Black Scholes” Value, rounded up to the nearest multiple of five, and (2) an award of restricted stock units (the “Annual RSUs”RSU Award”) onwith the datenumber of such annual meetingrestricted stock units determined by dividing the aggregate value$72,500 (50% of the Annual RSUs as determined$145,000) by the Board by the Fair Market Value of a shareclosing trading price of the Company’s common stockCommon Stock on the grant date, rounded up to the nearest whole unit. The Annual Option and Annual RSU Award will be automatically granted on the date of the annual meeting, with any partialapplicable Annual Meeting. The Annual Option shall vest and become exercisable as to 1/12th of the underlying shares on each monthly anniversary of the grant date, provided that result being rounded downthe last installment shall vest on the earlier of (i) the first anniversary of the grant date, and (ii) immediately before the next Annual Meeting following the grant date, subject in each case to the nearest whole share. ForNon-Employee Director’s continued service through the avoidanceapplicable vesting date. The Annual RSU Award shall vest on the earlier of doubt, a Non-Employee Director elected for(i) the first timeanniversary of the grant date, and (ii) immediately before the next Annual Meeting following the grant date, subject to the Board at an annual meeting ofNon-Employee Director’s continued service through the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the date of such meeting as well. applicable vesting date.

Annual RSUs. A Non-Employee Director who # has been serving asEach continuing non-employee director will receive annually an award of RSUs with a Non-Employee Director on the Board for at least six months asfair market value of the date of any annual meeting of the Company’s stockholders and # will continue to serve as a Non-Employee Director immediately following such meeting, shall be granted a number of restricted stock units (the “Annual RSUs”)$110,000 on the date of such annual meeting determined by dividing the aggregate value of the Annualgrant. The RSUs as determinedwill be granted by the Board byunder the Fair Market Value of a shareIncentive Plan at the organizational meeting of the Company’s common stock onBoard immediately following the date of the annual meeting, with any partial shares that result being rounded down to the nearest whole share. For the avoidance of doubt, a Non-Employee Director elected for the first time to the Board at an annual meeting of the Company’s stockholders shall only receive an Initial Award in connection with such election, and shall not receive any Annual RSUs on the dateDecember (“annual meeting”) of such meeting as well. each year.