Letter Agreement, dated October 30, 2019

The Company will pay (a) a base salary of $50,000 per month, less applicable taxes and withholding, payable in accordance with the Company’s normal payroll cycle (b) a cash bonus of $10,000 per month served as Interim CEO, subject to adjustment by the Compensation Committee based on your performance as Interim CEO, payable at the end of your service as Interim CEO (provided you remain employed by the Company as Interim CEO through the final date established by the Board) and (c) a one-time grant of 15,000 shares of restricted stock (with terms substantially similar to annual director grants, including a one-year vesting period).

In addition to your compensation as Interim CEO, you will also continue to receive compensation for your Board and Board Committee service in the amounts consistent with those payable pursuant to the Company’s Non-Employee Director Compensation Policy, subject to applicable taxes and withholding.

The Company will reimburse you for all eligible business expenses (including living and travel-related expenses) in accordance with its customary policies and practices.

Due to the temporary status of your employment, you will not be entitled to any separation or severance-related pay following your termination of employment as Interim CEO.