1.

Start Date: You will begin your employment with the Company on February 4, 2015. For purposes of federal immigration law, you will be required to provide documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire, or our employment relationship with you may be terminated.

2.

Salary: The Company will pay you an annual salary of $320,000 in accordance with the Company’s standard payroll policies (subject to normal required withholding). Your salary will be reviewed annually by the Company.

3.

Bonus: Your initial target bonus will be equal to thirty percent (30%) of your annual base salary. Any bonus for the fiscal year in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal year. Any bonus for a fiscal year will typically be paid within 3 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The determinations by the Board with respect to your bonus will be final and binding.

4.

Overachievement Bonus: You are eligible to receive a five-year warrant for the purchase of 110,000 shares of the Parent’s common stock with an exercise price equal to the greater of $0.53 per share or the fair market value of the Parent’s common stock on the date of grant, to be immediately exercisable upon achievement of stretch goals to be mutually agreed upon and approved by the Compensation Committee of the Board of Directors.

6.

Benefits: As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits, as in effect from time to time. In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time to time.

7.

Section 409A: Notwithstanding anything to the contrary in this offer letter, no severance or other benefits payable to you, if any, pursuant to this offer letter that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”) and the final Treasury Regulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Payments”) will be payable until you have a “separation from service” within the meaning of Section 409A.

Notwithstanding anything to the contrary in this offer letter, if you are a “specified employee” within the meaning of Section 409A at the time of your termination of employment, then, if required, the Deferred Payments, which are otherwise due to you on or within the six (6) month period following your termination will accrue, to the extent required, during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of your termination of employment or the date of your death, if earlier. All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payment under this offer letter is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

Any amount paid under this offer letter that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments.

Any amount paid under this offer letter that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) will not constitute Deferred Payments. For purposes of this offer letter, “Section 409A Limit” means the lesser of two (2) times: (i) your annualized compensation based upon the annual rate of pay paid to you during the Company’s taxable year preceding the Company’s taxable year of your termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which your employment is terminated.

The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. You and the Company agree to work together in good faith to consider amendments to this offer letter and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A.

You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.

8.

At-Will Employment: Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to you are superseded by this offer letter. This offer letter, together with the At Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (the “Supplemental Agreement”), a copy of which is included with this offer letter and the terms of which are incorporated by reference into this offer letter, represent the full and complete agreement between you and the Company. Execution of the Supplemental Agreement is a condition of your employment. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you).

9.

Severance Benefits:

10.

Exclusive Services: You agree to the best of your ability and experience, you will at all times loyally and conscientiously perform all the duties and obligations required of you pursuant to the terms of this letter. During the term of your full-time employment, you further agree that (i) you will devote all of your business time and attention to the business of the Company, (ii) the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice, (iii) you will not render commercial or professional services of any nature, including as a founder, advisor, or a member of the board of directors, to any person or organization, whether or not for compensation, without the prior written consent of the Company in its sole discretion, and (iv) you will not directly or indirectly engage, invest in or otherwise participate in any business (whether through a corporation or other entity, an individual or otherwise), that is competitive in any manner with the business of the Company; provided however, nothing in this letter will prevent you from serving on boards of charitable organizations (if notice is given in writing to the Company and such positions do not adversely or materially impact your performance of your duties to the Company), or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange.

11.

Definitions. The following terms have the meaning set forth below wherever they are used in this offer letter:

12.

Expiration: This offer of employment expires on February 4, 2015 at 11:59 PM Pacific Time if not executed and returned to Company before such time, and this constitutes the entire agreement between the parties, superseding all other agreements or understanding. This letter, along with any agreements relating to proprietary rights between you and the Company, including the Employment Agreement, set forth the terms of your employment with the Company and supersede any prior representations or agreements including, but not limited to, any representations made during your recruitment, interviews or pre-employment negotiations, whether written or oral. This letter, including, but not limited to, its at-will employment provision, may not be modified or amended except by a written agreement signed by the President and Chief Executive Officer of the Company and you.

13.

Other: The Company is engaged in the business of developing and marketing a medical device that is intended to improve sexual functioning and the enjoyment of sex. As a result, sexual issues will be frequently and overtly discussed. As such issues and discussions may be considered offensive by some individuals, it is essential that anyone working for the Company be tolerant of all that is said and written. The nature of the business is sexual. Nothing that is said or written in connection with the Company’s business should be construed as sexual harassment.