First Amendment to Warrant between Registrant and Mark Burish dated April 27, 2023

1.

Exercise of Warrant. Holder hereby agrees that, notwithstanding anything set forth in the Warrant to the contrary, Holder shall not exercise Holder’s purchase rights as evidenced thereby, in whole or in part, until Holder first obtains the approval of shareholders of the Company holding at least a majority of the then outstanding shares of common stock of the Company (“Shareholder Approval”). Shareholder Approval may be obtained by a vote at a duly called and convened meeting of the shareholders of the Company or by written consent of shareholders holding at least a majority of the then outstanding shares of common stock of the Company, without a meeting.

2.

Defined Terms. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Warrant.

3.

Effect on Warrant. Except as specifically amended hereby, all terms, provisions and conditions of the Warrant shall remain in full force and effect.

4.

Counterparts. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one document. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile, e‑mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com), or other means of electronic transmission is as effective as executing and delivering this Amendment in the presence of the other party hereto.