Executive Employment Agreement between the Company and Michael Bridge, having an effective date of March 20, 2023

Your principal place of employment will be the Company’s executive offices in Mesa, Arizona.

Beginning on the Start Date, you will serve as the General Counsel and Corporate Secretary of Parent and the General Counsel of the Company reporting directly to the Parent’s Chief Executive Officer (the “CEO”).  While serving as the General Counsel and Corporate Secretary, you will have control over, and responsibility for, the day-to-day legal affairs of the Company and the Parent and shall have such other duties, authorities and responsibilities commensurate for such or a similar position at a similarly situated company together with such additional duties as may be assigned to you by the CEO from time to time.

The initial term of your employment under this Agreement shall commence on the Start Date and shall continue until the three year anniversary of the Start Date (the “Initial Term”). The Initial term will automatically extend on the same terms and conditions set forth below for additional one year periods (each, a “Renewal Term”), unless either party gives the other party written notice of non-renewal at least 30 calendar days prior to the end of the Initial Term or any Renewal Term. The Initial Term, together with all Renewal Terms, are collectively referred to in this Agreement as the “Term”.

A rate of $325,000 per year (the “Base Salary”) during the Term to be paid according to the Company’s normal payroll cycle.  Your Base Salary will be reviewed annually and may be adjusted by the Compensation Committee (the “Compensation Committee”) of the Parent’s Board of Directors (the “Board”) in its sole discretion.  For 2023, your Base Salary will be pro-rated based on the number of days from your Start Date through December 31, 2023.

Subject to approval by the Compensation Committee and the following exercise and vesting terms, and as soon as reasonably practicable upon your execution of this Agreement and your announcement by the Parent as its new General Counsel and Corporate Secretary (the “Grant Date”), you will be awarded a non-qualified stock option under the Parent’s Stock Incentive Plan (the “Equity Plan”) to purchase up to an aggregate of 500,000 shares of common stock of the Parent (the “Sign-On Option”), with the Sign-On Option having an exercise price equating to the closing price for the Parent’s stock as reported on the Nasdaq Stock Market (“Nasdaq”) on day prior to the Grant Date (the “Exercise Price”), with the Sign-On Option having a maximum exercise term of seven years from the Grant Date (the “Exercise Term”) and, subject to the following, with the Sign-On Option vesting in three equal annual installments from the Grant Date (the “Vesting”). The Sign-On Option will be subject to such other terms and conditions as specified by the Compensation Committee, the Equity Plan, the award agreement that you must execute as a condition of the grant of the Sign-On Option and the Parent’s insider trading policy.

Beginning January 1, 2023, and for each full calendar year during the Term thereafter, you will be eligible to participate in an annual cash incentive program adopted in writing and approved by the Compensation Committee (the “STIP”).  Your target incentive under the STIP will equal 50% of your Base Salary and in no event will your STIP payment exceed 100% of your Base Salary. Whether you are entitled to receive a STIP payment, and the amount of such payment, will depend on the attainment of written quantitative and qualitative performance goals, including financial performance goals, established by the Compensation Committee in its sole discretion and in advance. The amount of the STIP, if any, will be determined by the Compensation Committee in January or February of the year following the year during the Term to which the STIP relates, and the earned STIP, if any, will be paid to you no later than March 31 of the year following the year to which the STIP relates (e.g., the STIP for 2023, if any, will be paid no later than March 31, 2024).  You must be actively employed by the Companies through the date the STIP is paid in order to earn and be eligible to receive the STIP. Active employment does not include any period of notice that arises upon termination of employment, whether by contract, or otherwise, unless expressly required by applicable law.

Beginning January 1, 2024, and for each full calendar year during the Term thereafter, you will be eligible to receive grants of stock options, performance shares and other awards under the Equity Plan (collectively, the “Annual Equity Awards”).  The amount of Annual Equity Awards, the mix of Annual Equity Awards, the vesting schedule and the other terms and conditions of the Annual Equity Awards will be established by the Compensation Committee in its sole discretion. The Annual Equity Awards will be subject to such other terms and conditions as specified by the Compensation Committee, the Equity Plan, the award agreement(s) that you must execute as a condition of the award(s) and the Parent’s insider trading policy.

During the Term of this Agreement you will be eligible to participate in the Company’s standard company benefit and vacation plans, as such plans may be amended, modified or terminated by the Company from time to time, with or without notice, in accordance with the applicable benefit and vacation plan documents. For the avoidance of doubt, your participation in such

This Agreement, and your employment hereunder, may be terminated at any time during the Term, for any reason, by the Board upon at least 30 calendar days’ prior written notice (or any alternative time period agreed to by the parties) to you; provided, that, the Board may terminate your employment immediately for Cause (as defined in Exhibit A). Upon your termination for any reason, the Company will pay you your accrued but unpaid Base Salary through your date of termination and any accrued but unpaid reasonable business expenses through your date of termination (collectively, the “Accrued Obligations”), with such amount paid in compliance in accordance with applicable law. In addition to the Accrued Obligations, you may be entitled to receive severance benefits and equity award acceleration as described below.

This Agreement and your employment hereunder may terminate at any time during the Term provided that you give the Board at least 90 calendar days’ prior written notice of your resignation without Good Reason (as defined in Exhibit A; and which 90-day period may be waived by the Board or extended to a longer period if agreed to by the parties). In such case, you will only be entitled to the Accrued Obligations. The Parent may, in its sole discretion, waive the notice provided under this section, in which case your employment will terminate on the earlier date specified by the Parent.

This Agreement, and your employment hereunder, will terminate immediately upon your death or Disability (as defined in Exhibit A). In such case, you (or your spouse or estate) will only be entitled to the Accrued Obligations and, in addition, will be eligible to exercise any vested Sign-On Options or other stock options granted you by the Parent which may have vested as at the date of termination by reason of Death or Disability for a period of one year from such termination date.

In the event your full-time employment is terminated by the Board without Cause or by you for Good Reason prior to a Change of Control (as defined in Exhibit A) during the Term, then, in addition to the Accrued Obligations, and subject to your timely execution (and non-revocation) of the release described below, you will be entitled to receive a cash severance payment equal to the sum of: (i) 12 months of your then Base Salary plus one month of your then Base Salary for every completed year of service under this Agreement (to a maximum of 16 months); (ii) six times the monthly amount that is charged to Consolidated Omnibus Budget Reconciliation Act (“COBRA”) qualified beneficiaries for the same medical coverage options elected by you immediately prior to your last day of employment; and (iii) the greater of (a) your average STIP paid in the two prior years and (b) 80% of the target annual STIP for the current fiscal year (collectively, the “Base Severance Amount”). The Base Severance Amount will be paid to you in installments over a 12-month period, in accordance with the Company’s normal payroll cycle, with the first installment paid during the first payroll period following the expiration of the release revocation period described below. In addition to the Base Severance Amount, you will be entitled to receive a pro-rata STIP for the year in which your termination occurred, with such pro-rata STIP paid at the same time described above.  In addition, you will be eligible to exercise the vested Sign-On Option or other stock options granted you by the Parent which may have vested as at the date of termination by the Board without Cause or by you for Good Reason prior to a Change of Control of for a period of one year from such termination date.

Upon the closing of a transaction during the Term that results in a Change of Control, and notwithstanding anything in the Equity Plan to the contrary, your Sign-On Option and any other stock options then granted you shall fully vest and become exercisable for a period of one year from the date of your termination, and, in addition, any then restricted stock units awarded you shall immediately vest on the date of your termination.

In the event your full-time employment is terminated by the Board without Cause or by you with Good Reason during the 12 month period following a Change of Control during the Term, then, in addition to the Accrued Obligations, and subject to your timely execution (and non-revocation) of the release described below, you will be entitled to receive a cash severance payment equal to the sum of: (i) 12 months of your then Base Salary; and (ii) six times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by you immediately prior to your last day of employment (collectively, the “Enhanced Severance Amount”). The Enhanced Severance Amount will be paid to you in installments over a 12-month period, in accordance with the Company’s normal payroll cycle, with the first installment paid during the first payroll period following the expiration of the release revocation period described below.

In order to receive the severance pay and other benefits described above, you must, no later than 60 calendar days following your last day of employment, execute (and not revoke) a general release and waiver of any claims that you may have in connection with your employment and termination of employment with the Companies and their affiliates.  Notwithstanding anything in this Agreement to the contrary, if the Company concludes that the severance pay and benefits are subject to Section 409A of the Internal Revenue Code (the “Code”), and if the consideration period described in the release, plus the revocation period described in the release, spans two calendar years, then, to the extent required by Section 409A of the Code, such severance payments and benefits shall not begin to be paid until the second calendar year (and such first installment shall include installment payments that would otherwise have been made prior to such date).

This Agreement is contingent upon you, on your Start Date, signing the Restrictive Covenant Agreement attached hereto as Exhibit B.

Following the termination of your service with the Companies for any reason during the Term, you agree to cooperate fully with the Companies and with the Companies’ counsel in connection with any present and future actual or threatened litigation, administrative proceeding or other investigation involving the Parent, the Company or any affiliate that relates to events, occurrences or conduct occurring (or claimed to have occurred) during your employment.  You are hereby instructed to tell the truth in any litigation, administrative proceeding or other investigation involving the Parent, the Company and or any affiliate, and nothing herein shall be deemed or construed to suggest otherwise. If your cooperation is required pursuant to this section, the Company will: (i) reimburse you for reasonable out-of-pocket expenses (excluding legal fees); and (ii) if such cooperation is required during a period of time you are not receiving severance pay, pay you hourly compensation at a rate equivalent to your hourly Base Salary at the time of your termination of employment.

During the Term and following the termination of your service for any reason, you agree that you will not criticize, defame, be derogatory toward or otherwise disparage the Parent, the Company, any affiliate, their products, services, or the Parent’s or the Company’s past, present and future officers, directors, managers, stockholders, agents, representatives, employees, or affiliates, or its or their business plans or actions, to any third-party, either orally or in writing; provided that that this provision will not preclude you from giving truthful testimony in response to a lawful subpoena or preclude any conduct protected under any local, state or federal law, including those providing “whistleblower” protection to you or the right to engage in concerted activities. Finally, on the date of your termination of service for any reason, you agree to update your profile on social media websites (such as LinkedIn) to reflect that you are no longer an employee of the Companies.

You and the Companies agree to meet to informally in a good faith effort to resolve any issues arising under this Agreement. If the parties are unable to resolve their differences, they agree

Upon the Company’s request or your termination of employment for any reason, you shall promptly return to the Company all property of the Companies and including, but not limited to, originals and hard and electronic copies of all records, documents, Confidential Information, computer and office equipment, other equipment, plans, designs, electronic devices, keys, access cards, passwords, credit cards and other tangible and intangible items, in whatever form, in your possession or control. You understand that all electronic mail, equipment and all computer hardware and software are property of the Companies.

To the extent required by law, the Company shall withhold from any payments due to you under this Agreement any applicable federal, state or local taxes. You hereby acknowledge that neither the Company, the Parent, nor any of its affiliates, shareholders, members, directors, managers, officers, employees, agents or representatives, have provided you with any tax-related advice with respect to the matters covered by this Agreement and that you are solely responsible for obtaining your own tax advice with respect to the matters covered by this Agreement.

This Agreement shall comply with Section 409A of the Code or an exception thereto and each provision of the Agreement shall be interpreted, to the extent possible, to comply with Section 409A or an exception thereto. Nevertheless, the Company does not and cannot guarantee any particular tax effect or treatment of the amounts due under this Agreement.  Except for the Company’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to you, the Company will not be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and the applicable regulations. You do not have any right to make any election regarding the time or form of any payment due under this Agreement.  Notwithstanding anything in this Agreement to the contrary, if the Company concludes that the Base Severance Amount or the Enhanced Severance Amount are subject to Section 409A of the Code, then no such Severance Amount will be paid prior to your “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (applying the default rules of Treasury Regulation Section 1.409A-1(h)). Installment payments made pursuant to this Agreement shall be treated as separate payments for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii).

In the event that any payments, distributions, benefits or entitlements of any type payable to you, whether or not payable upon a termination of employment (collectively, the “Payments”): (i) constitute “parachute payments” within the meaning of Section 280G of the Code; and (ii) but for this section would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); then the Payments shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of the Payments being subject to the Excise Tax; provided, however, that such Payments shall not be so reduced if a nationally recognized accounting firm or compensation consulting firm selected by the Company (the “Accountants”) determines that without such reduction you would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code, federal, state and local income taxes, social security and medicare taxes and all other applicable taxes, determined by applying the highest marginal rates which applied (or is likely to apply) to you for the tax year in which the Payments are to be made, or such other rate(s) as the Accountants determine to be likely to apply to you in the relevant tax year(s) in which any of the Payments are expected to be made), an amount that is greater than the amount, on a net after-tax basis, that you would be entitled to retain upon receipt of the Reduced Amount.  Unless otherwise agreed in writing, any determination made under this section shall be made in good faith by the Accountants in a timely manner and shall be binding on the parties absent manifest error. In the event of a reduction of Payments pursuant to this section, the Payments shall be reduced in the order determined by the Accountants that results in the greatest economic benefit to you in a manner that would not result in subjecting you to additional tax under Section 409A of the Code. For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority.  The Accountants shall provide detailed supporting calculations to both you and the Company and the Company shall bear the cost of all fees charged by the Accountants in connection with any calculations contemplated by this section.  If the provisions of Sections 280G and 4999 of the Code are repealed without succession or if the Company determines that such provisions do not apply to it and/or you for whatever reason, this section shall be of no further force or effect.

Non-Solicitation of Customers/Prospective Customers. You agree, for the duration of the Time Limit (as defined below), that you will not, either directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s current customers or clients with whom you have had contact in the past year to withdraw, curtail, cancel, or decrease the level of their business with the Company or request that they do business with any third party in competition with the Company. You further agree that, for the duration of the Time Limit, you will not, either directly or indirectly, or in any individual or representative capacity, request or solicit any of the Company’s prospective customers (defined as any person or entity who has been directly solicited to become a customer or client by the Company and with whom you have had contact with within the past year or possesses Confidential Information about) or clients with whom you have had contact with in the past year or possesses Confidential Information about to forgo doing business with the Company or request that such prospective customer or client do business with any third party in competition with the Company.

You agree that you will notify, and the Company shall have the right to notify, any future or prospective employers, or individuals or entities with whom you may be entering into a contractual relationship, of the Restrictive Covenant provisions of this Agreement for purposes of ensuring that the Company’s interests are protected.

While you are providing services to the Company, the Company may disclose or make available to you, Confidential Information.  By signing this Agreement, you agree to: (i) protect and safeguard the confidentiality of the Confidential Information with at least the same degree of care as you would protect your own confidential information, but in no event with less than a commercially reasonable degree of care; and (ii) not use or disclose the Confidential Information, or permit it to be accessed, used or disclosed, for any purpose other than to carry out the duties assigned to you by the Company or as may be required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. Upon your termination of service for any reason, or upon the Company’s written request, you shall promptly return to the Company all copies, whether in written, electronic or other form or media, of the Confidential Information, or destroy all such copies at the Company’s written request and certify in writing to the Company that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Company may seek equitable relief (including injunctive relief) against you to prevent the breach or threatened breach of this confidentiality covenant and to secure its enforcement. Notwithstanding anything in this Agreement to the contrary, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  If you file a lawsuit for retaliation by the Company for reporting a suspected violation of law, you may disclose the Company’s trade secrets to your attorney and use the trade secret in the court proceeding, if you file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

For purposes of this Agreement, the following terms shall have the following meanings:

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona without regard to conflicts of law principles. If any term or provision of this Agreement is declared by a court or tribunal of competent jurisdiction to be invalid or unenforceable for any reason, this Agreement shall remain in full force and effect, and either: (i) the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable; or (ii) if such a modification is not possible, this Agreement shall be interpreted as if such invalid or unenforceable provision were not a part hereof.