Non-Employee Director Compensation Policy, as amended as of January 6, 2023

1.     Annual Board Service Retainer:

a.    All Eligible Directors: $50,000

2.    Annual Board Chair Service Retainer:

a.    Chair of the Board: $50,000

3.     Annual Committee Chair Service Retainer:

a.    Chair of the Audit Committee: $20,000

b.    Chair of the Compensation Committee: $15,000

c.    Chair of the Nominating and Corporate Governance Committee: $10,000

4.     Annual Committee Member Service Retainer (not applicable to Committee Chairs):

a.    Member of the Audit Committee: $10,000

b.    Member of the Compensation Committee: $7,500

c.    Member of the Nominating and Corporate Governance Committee: $5,000

The Company will reimburse Eligible Directors for ordinary, necessary and reasonable out-of- pocket travel expenses to cover in-person attendance at and participation in Board and committee meetings; provided, that the Eligible Director timely submit to the Company appropriate documentation substantiating such expenses in accordance with the Company’s travel and expense policy, as in effect from time to time.

Annual RSU Grant: $150,000 granted on the date of the annual shareholder meeting; 1 year vest.

1.    Initial RSU Grants: For each Eligible Director who is first elected or appointed to the Board following the Effective Date, on the date of such Eligible Director’s initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the Eligible Director will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted restricted stock units (“RSUs”) with respect to shares of Common Stock with an aggregate Fair Market Value (as defined in the Plan) as of the grant date equal to $150,000, pro rated based on the number of days from, and including, the grant date to, but excluding, the date that is the first anniversary of the date of the immediately preceding annual general meeting of the Company’s shareholders (the “Initial RSU Grant”). The Initial RSU Grant will vest on the date of such next annual general meeting of shareholders, subject to the Eligible Director’s continued service as a member of the Board until such vesting date.

2.    Annual RSU Grants: On the date of each annual stockholder meeting of the Company (each, an “Annual Meeting”) held after the Effective Date, each Eligible Director who continues to serve as a non-employee member of the Board following such Annual Meeting (excluding any Eligible Director who is first appointed or elected by the Board at the Annual Meeting) will be automatically, and without further action by the Board or the Compensation Committee of the Board, granted RSUs with an aggregate Fair Market Value as of the grant date equal to $150,000 (the “Annual RSU Grant”). The Annual RSU Grant will vest in full on the earlier of (i) the date of the following year’s Annual Meeting (or the date immediately prior to the next Annual Meeting if the Non-Employee Director’s service as a director ends at such Annual Meeting due to the director’s failure to be re-elected or the director not standing for re-election); or (ii) the one-year anniversary measured from the date of grant, subject to the Eligible Director’s continued service as a member of the Board until such vesting date.

3.    Accelerated Vesting. Notwithstanding the foregoing, each Initial RSU Grant and each Annual RSU Grant will vest in full upon a Change in Control (as defined in the Plan), subject to the Eligible Director’s continued service as a member of the Board through the date of such Change in Control.