(s) Effective Date means the effective date of this Plan
document, which is the date of the annual meeting of stockholders of the Company held in 2019, provided this Plan is approved by the Companys stockholders at such meeting.
(t) Employee means any person employed by the Company or an Affiliate. However, service solely as a Director,
or payment of a fee for such services, will not cause a Director to be considered an Employee for purposes of the Plan.
(u) Entity means a corporation, partnership, limited liability company or other entity.
(v) Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
(w) Exchange Act Person means any natural person, Entity or
group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that Exchange Act Person will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the
Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a
registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person,
Entity or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting
power of the Companys then outstanding securities.
(x) Fair Market Value means, as of any date,
the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded
on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with
the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.
(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then
the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.
(iii) In the
absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.
(y) Incentive Stock Option means an option granted pursuant to Section 5 of the Plan that is intended to
be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code.
(z)
Milestone Closing has the meaning set forth in the Securities Purchase Agreement between the Company and the purchasers named therein, dated May 3, 2019, a copy of which is attached as Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the SEC on May 9 2019 and available at the following link:
https://www.sec.gov/Archives/edgar/data/1505512/000119312519143173/d689955dex101.htm.
(aa) Non-Employee Director means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from
the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K promulgated pursuant to the Securities Act (Regulation S-K)), does not possess an interest in any other transaction for which disclosure
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