One Penn Plaza, Suite 19th Floor New York, NY 10119 ###-###-####

Section 1 of the Employment Letter is hereby replaced in its entirety by the following:

1.    Employment. Effective immediately, you will continue to be employed on a full time basis as the Company’s Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), and you shall have the duties, responsibilities and authority commensurate with your position in companies of similar type and size; provided, however, that it is understood that among such responsibilities shall be your assistance, as reasonably directed by the Board, with the transition of such responsibilities to a new Chief Executive Officer effective July 1, 2017. Effective July 1, 2017, you will be employed to serve on a full time basis as the Executive Chairman of the Board. As the Company’s Executive Chairman, you will report to the Board and you shall have the duties, responsibilities and authority commensurate with your position in companies of similar type and size. You will continue while employed as Executive Chairman to be nominated to serve on the Board each time your term(s) as a director would otherwise expire, provided that such nomination(s) shall be subject to the Board’s exercise of its fiduciary duties. You agree to devote your full business time, efforts, skill, knowledge, attention and energies to the advancement of the Company’s business and interests and to the performance of your duties and responsibilities as an employee of the Company. Notwithstanding the foregoing, you shall be permitted to continue serving on the boards of directors of other companies, provided in each case that such service (a) does not entail an operating role, does not materially interfere with the performance of your duties and responsibilities to the Company, and does not compete with the Company and your role as provided in Section 16, and (b) shall, with respect to public company boards, be limited if, as determined by the Board, such service exceeds generally prevailing

Section 2 of the Employment Letter is hereby replaced in its entirety by the following:

2.    Base Salary. Through December 31, 2017, your base salary will be at the rate of $24,038.46 per bi-weekly pay period (which if annualized equals $625,000), less all applicable taxes and withholdings. Effective January 1, 2018, your base salary will be at the rate of $20,192.31 per bi-weekly pay period (which if annualized equals $525,000), less all applicable taxes and withholdings. Base salary will be paid in installments in accordance with the Company’s regular payroll practices.

Section 3 of the Employment Letter is hereby replaced in its entirety by the following:

3.    Discretionary Bonus. Following the end of calendar year 2017 and subject to the approval of the Board, you will be eligible for a performance bonus of up to 65% of your annualized base salary, based on your personal performance and the Company’s performance during the 2017 calendar year, as determined by the Board in its sole discretion. Following the end of each calendar year beginning with calendar year 2018 and subject to the approval of the Board, you will be eligible for a performance bonus of up to 50% of your annualized base salary, based on your personal performance and the Company’s performance during the applicable calendar year, as determined by the Board in its sole discretion. In any event, you must be an active employee of the Company on the date the bonus is distributed in order to be eligible for and to earn any bonus award, as it also serves as an incentive to remain employed by the Company, except as otherwise provided herein.

Section 6 of the Employment Letter is hereby replaced in its entirety by the following:

6.    Severance. If your employment is terminated by the Company, or, if applicable, its successor, without Cause or by you for any reason, then (subject to your executing (and not revoking) a separation agreement as described below) the Company, or its successor, will (i) pay you an amount equal to twelve (12) months of your base salary (at the greater of (x) an annualized base salary rate of $625,000 or (y) your then-current annualized base salary rate), less standard employment-related withholdings and deductions, which amount shall be paid to you in a lump sum on the Payment Date (as defined below), (ii) pay you a pro-rated portion of the bonus to which you would otherwise be entitled pursuant to Section 3 hereof for the year in which your employment terminates (at the greater of a 65% target bonus rate or your then-current target bonus rate, and without regard to whether the performance goals with respect to such target bonus have been established or met), less standard employment-related withholdings and deductions, which amount shall be paid to you on the Payment Date, and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical and dental benefit plans to the extent permitted under such plans for a period of twelve (12) months immediately following the date of the termination of your employment. The Company shall not be obligated to pay to you the severance payments provided for herein unless you have timely executed (and not revoked) a separation agreement in substantially the form attached hereto. Such separation agreement must be executed and become binding and enforceable within sixty (60) calendar days after the effective date of your termination of employment (such 60^th day, the “Payment Date”); provided, however, that if the 60^th day following the date of termination occurs in the next calendar year following the date of termination, then the Payment Date shall be no earlier than January 1 of such following calendar year and, if applicable, shall be subject to Section 17. You shall also be entitled to (A) prompt payment in accordance with the Company’s regular payroll practices of any unpaid base salary and accrued unused vacation time in accordance with Company policy through the date of your termination, (B) if earned and unpaid, payment of any prior year bonus at such time as it would otherwise be paid to Company employees, (C) vested benefits under Company benefit plans in accordance with the terms of such plans, and (D) vesting and payment, as may be applicable, of equity grants and/or retention bonuses in accordance with the terms of the plans and/or other documents governing such grants and/or bonuses.

If your employment is terminated by the Company or, if applicable, its successor without Cause or by you for Good Reason within twelve months following a Change in Control Event (as defined in the Company’s 2013 Stock Incentive Plan), then (subject to your executing (and not revoking) a separation agreement as described in the immediately preceding paragraph) the Company or its successor will, in addition to the severance payments set forth in the immediately preceding paragraph, provide that any then unvested equity awards held by you that vest solely based on the passage of time shall immediately vest in full and become exercisable or free from forfeiture or repurchase, as applicable; provided, however, that this equity award acceleration provision shall not

The form of separation agreement previously attached to the Employment Letter as the “Separation Agreement and Release of Claims,” is hereby replaced in its entirety with the form attached to this amendment as Exhibit A. The form of release required in connection with the provision to you of any retention bonus or grant shall be deemed modified to the extent necessary for you not to release thereunder any rights you may

Section 9 of the Employment Letter is hereby replaced in its entirety by the following:

Section 12 of the Employment Letter is hereby replaced in its entirety by the following:

12.    At-Will Employment. This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and you remain free to end the employment relationship for any reason, at any time, with or without cause or notice. 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 by a written agreement signed by you and an authorized representative of the Board that expressly states the intention to modify the at-will nature of your employment. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. This letter supersedes all prior understandings, whether written or oral, relating to the terms of your employment.

Tender of Release. This Release is automatically tendered to the Employee upon the termination of the Employee’s employment by the Company without Cause or by the Employee for any reason.

Release of Claims. The Employee voluntarily, fully, forever, irrevocably and unconditionally releases and discharges the Company, its affiliates, subsidiaries and parent companies and each of their predecessors, successors, assigns, and their current and former members, partners, directors, managers, officers, employees, representatives, attorneys, agents, and all persons acting by, through, under or in concert with any of the foregoing (any and all of whom or which are hereinafter referred to as the “Releasees”), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorney’s fees and costs actually incurred), of any nature whatsoever, known or unknown that the Employee now has, owns or holds, or claims to have, own, or hold, or that he at any time had, owned, or held, or claimed to have had, owned, or held against any Releasee arising out of the Employee’s employment with or separation from the Company (collectively, “Claims”). This release of Claims includes, without implication of limitation, the release of all Claims:

of breach of contract;

of retaliation or discrimination under federal, state or local law (including, without limitation, Claims of age discrimination or retaliation under the Age Discrimination in Employment Act, Claims of disability discrimination or retaliation under the Americans with Disabilities Act, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964 and Claims of discrimination or retaliation under state law);

under any other federal or state statute, to the fullest extent that Claims may be released;

of defamation or other torts;

of violation of public policy;

for wages, salary, bonuses, vacation pay or any other compensation or benefits; and

for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

Ongoing Obligations of the Employee; Enforcement Rights. The Employee reaffirms his ongoing obligations as well as the Company’s enforcement rights provided for in the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement between the Company and the Employee dated April 26, 2013, as amended (the “NDA”).

Scope of Disclosure Restrictions. Nothing in this Release, or in the NDA or elsewhere, prohibits Employee from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies, filing a complaint with government agencies, or participating in government agency investigations or proceedings. Employee is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosure of information Employee obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding Employee’s

No Assignment. The Employee represents that he has not assigned to any other person or entity any Claims against any Releasee.

Right to Consider and Revoke Release. The Employee acknowledges that he has been given the opportunity to consider this Release for a period ending twenty-one (21) days after the tender of the Release. In the event the Employee executed this Release within less than twenty-one (21) days after the tender of the Release, he acknowledges that such decision was entirely voluntary and that he had the opportunity to consider this Release until the end of the twenty-one (21) day period. To accept this Release, the Employee shall deliver a signed Release to the Chairman of the Compensation Committee of the Board (the “Chair”) within such twenty-one (21) day period. For a period of seven (7) days from the date when the Employee executes this Release (the “Revocation Period”), he shall retain the right to revoke this Release by written notice that is received by the Chair on or before the last day of the Revocation Period. This Release shall take effect only if it is executed within the twenty-one (21) day period as set forth above and if it is not revoked pursuant to the preceding sentence. If those conditions are satisfied, this Release shall become effective and enforceable on the date immediately following the last day of the Revocation Period.

Other Terms.

Legal Representation; Review of Release. The Employee acknowledges that he has been advised to discuss all aspects of this Release with his attorney, that he has carefully read and fully understands all of the provisions of this Release and that he is voluntarily entering into this Release.

Binding Nature of Release. This Release shall be binding upon the Employee and upon his heirs, administrators, representatives and executors.

Modification of Release; Waiver. This Release may be amended, only upon a written agreement executed by the Employee and the Company.

Severability. In the event that at any future time it is determined by an arbitrator or court of competent jurisdiction that any covenant, clause, provision or term of this Release is illegal, invalid or unenforceable, the remaining provisions and terms of this Release shall not be affected thereby and the illegal, invalid or unenforceable term or provision shall be severed from the remainder of this Release. In the event of such severance, the remaining covenants shall be binding and enforceable.

Governing Law and Interpretation. This Release shall be deemed to be made and entered into in the State of New York and shall in all respects be interpreted, enforced and governed under the laws of the State of New York, without giving effect to the conflict of laws provisions of New York law that would require the application of law of any other jurisdiction. The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the Parties.

Entire Agreement; Absence of Reliance. The Employee acknowledges that he is not relying on any promises or representations by the Company or its agents, representatives or attorneys of either of them regarding any subject matter addressed in this Release.