Retention Bonus. The Company is very appreciative of your work to consummate the Merger and facilitate a successful integration, and highly values your continued service to the Company through and after the Closing Date (as defined in the Merger Agreement). Therefore, the Company is pleased to award you the opportunity to earn a one-time retention bonus in the amount of $200,000, less applicable taxes and withholdings (the “Retention Bonus”). The Retention Bonus will vest on the twelve (12) month anniversary of the Closing Date (the “Retention Date”), subject to your continued employment through such date. Notwithstanding the foregoing, if, after the Closing Date but prior to the Retention Date, your employment is terminated by the Company other than for Cause or you resign for Good Reason (in each case as defined in the Employment Agreement), the Retention Bonus will vest in full. The Retention Bonus, if earned, shall be paid in a lump sum by the Company promptly (but no later than the next payroll) following the Retention Date or the date of your termination by the Company other than for Cause or your resignation for Good Reason, as applicable.

Miscellaneous. Sections 13(a) (Governing Law), 13(b) (Dispute Resolution), 13(c) (Entire Agreement; Amendments), 13(e) (Severability), 13(f) (Assignment), 13(h) (Successors; Binding Agreement), 13(m) (Withholding Taxes), 13(n) (Counterparts), and 13(o) (Compliance with Section 409A) of the Employment Agreement are hereby incorporated by reference into this Agreement and will continue to apply as if set forth herein, mutatis mutandis, with such interpretive modifications as are necessary to preserve the intent and meaning of such provisions.

By: