Waiver and Third Amendment to Employment Agreement with David B. Kaysen, effective as of February 27, 2018

1.

Capitalized terms used in this Third Amendment, to the extent not otherwise defined herein, shall have the same meaning as in the Employment Agreement.

2.

Employee hereby waives all right to future payment of the Reference Amount pursuant to Section 3(a)(i) of the Employment Agreement, including any right to receive any substitute equity award pursuant to Section 3(a)(iii) of the Employment Agreement.

3.

As consideration for the foregoing, Company agrees to grant to Employee a fully-exercisable, ten-year option to purchase up to 50,000 shares of Company common stock at a per share price equal to fair market value (determined in accordance with the applicable Company equity incentive plan) as of the grant date.

4.

The Employment Agreement, as amended by this Third Amendment evidences the entire agreement of the parties hereto with respect to the subject matter thereof and hereof, and all prior oral discussions and writings have been taken into account in preparing this Third Amendment.

5.

Except as specifically set forth herein, the Employment Agreement remains in full force and effect.

6.

This Third Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party hereto and delivered to the other party, it being understood that both parties hereto need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.