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 Awards: On the first business day following the conclusion of each regular annual meeting of the Company’s stockholders, commencing with the 2022 annual meeting, each Non-Employee Director who will continue serving as a member of the Board thereafter, shall receive a grant of RSUs (“Annual RSU Award”) under the Plan with respect to a number of shares of common stock having an aggregate fair market value as determined under the Plan equal to $185,000 calculated on the date of grant.

Annual Grants. Each continuing non-employee director who has served as a member of our Board for at least six months prior to the date of our annual meeting of stockholders for a particular year will be granted, automatically and without the need for any further action by the Board, an equity award on the date of our annual meeting of 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 one-year anniversary of the grant date of the award (or, if earlier, the date of our next annual meeting of stockholders following 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 vesting date. The vesting of such award shall accelerate as to 100% of the award upon a change in control of the Company.

Annual Awards. On the date of each annual meeting of stockholders, each Nonemployee Director in office immediately after such meeting will be eligible to receive an RSU award (an “Annual Award”) for service as a Nonemployee Director based on the dollar amounts set forth in the following table:

Subsequent Awards. A Non-Employee Director who # is serving on the Board 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 an option to purchase 17,500 shares of the Company’s common stock 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. The awards described in this Section 2(b) shall be referred to as “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 Subsequent Award on the date of such meeting as well.

Annual Awards. Each Non-Employee Director who # serves on the Board 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 Annual Meeting shall be automatically granted, on the date of such Annual Meeting, an award of restricted stock units that have an aggregate fair value on the date of such Annual Meeting of $200,000 (as determined in accordance with ASC 718 and with the number of shares of common stock underlying such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(a) shall be referred to as the “Annual Awards.” For the avoidance of doubt, if the Company’s Annual Meeting does not occur by June 30 of each calendar year, each Non-Employee Director shall be automatically granted an Annual Award on June 30.

Initial Awards. Each Nonemployee Director elected to the Board after this Policy is adopted, other than at an annual meeting of stockholders (a “New Director”), will be eligible to receive an RSU award (an “Initial Award”) based on the dollar amounts set forth in the following table, multiplied by a fraction, the numerator of which is the number of days that will elapse between and including the date of his or her appointment and the first anniversary of the previous annual meeting of stockholders, and the denominator of which is 365:

Annual RSUs. Each award of Annual RSUs shall vest on the earlier of the first anniversary of the date of grant or the day immediately prior to the date of the next annual meeting of the Company’s stockholders occurring after the date of grant, in either case, subject to the Non-Employee Director continuing in service as a Non-Employee Director through such vesting date.

Annual Equity Grant for Non-Employee Directors: Each Non-Employee Director who (i) has been serving on the Board for at least four months as of each 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 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 RSU Award”) with the number of restricted stock units determined by dividing $72,500 (50% of $145,000) by the closing trading price of the Company’s Common 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 applicable 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 the 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 Non-Employee Director’s continued service through the applicable vesting date. The Annual RSU Award 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 to the Non-Employee Director’s continued service through the applicable vesting date.

Each continuing non-employee director will receive annually an award of RSUs with a fair market value of $110,000 on the date of grant. The RSUs will be granted by the Board under the Incentive Plan at the organizational meeting of the Board immediately following the annual meeting of stockholders in December (“annual meeting”) of each year.