Amendment to Employment Offer Letter between the Registrant and Doug Merritt, dated as of May 7, 2020

“(c)    Good Reason. For purposes of this Agreement, “Good Reason” means any of the following taken without your written consent and provided (a) the Company receives, within thirty (30) days following the occurrence of any of the events set forth in clauses (i) through (iv) below, written notice from you specifying the specific basis for your belief that you are entitled to terminate employment for Good Reason, (b) the Company fails to cure the event constituting Good Reason within thirty (30) days after receipt of such written notice thereof, and (c) you terminate employment within thirty (30) days following expiration of such cure period: (i) a material change, adverse to you, in your position, titles, offices or duties, including, for avoidance of doubt, if following a Change in Control you are not the chief executive officer of a publicly traded company that is the ultimate parent entity of the acquirer; (ii) an assignment of any significant duties to you that are inconsistent with your positions or offices held under this Agreement; (iii) a decrease in your then-current annual base salary by more than 10% (other than in connection with a general decrease in the salary of all executives); or (iv) the relocation of you to a facility or a location more than thirty (30) miles from your then-current residence.”