#1 Restricted stock units ("RSUs") issued to the Reporting Person pursuant to the Non-Employee Directors' Deferred Compensation Program under the 2022 Equity Plan. In accordance with an election made by the Reporting Person to defer receipt of his annual restricted stock award, the common stock underlying the RSUs will vest on June 26, 2024, and are payable on a one-for-one basis (one share of common stock for each RSU) upon the earliest of (i) June 30, 2027, (ii) a "separation from service" (as defined in Section 409A of the Internal Revenue Code of 1986, as amended (Code)) and (iii) a Sale Event (as defined in the 2022 Equity Plan), so long as such Sale Event also constitutes a "change in the ownership or effective control" or a "change in the ownership of a substantial portion of the assets" of the Issuer (as such terms are defined in Code Section 409A).