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Mr. Goldberger’s monthly base compensation will be $30,000 (“Base Salary”), pro-rated for any partial month.

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Mr. Goldberger will receive a signing bonus in the amount of $75,000.

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Mr. Goldberger will receive a performance bonus based upon amounts payable to the person who first succeeds Mr. Goldberger as chief executive officer of the Company, which performance bonus will equal 50% of the initial annual base salary and 50% of the initial target bonus payable to such successor (the “Performance Bonus”). The Performance Bonus will be paid in cash and/or shares of the Company’s Common Stock, as may be determined in the sole discretion of the Board, sixty (60) days following Mr. Goldberger’s termination of employment under the employment agreement. Notwithstanding the above, no Performance Bonus will be paid to Mr. Goldberger in the event he becomes the chief executive officer of the Company following his tenure under the Employment Agreement, he resigns his employment prior to the appointment of his successor to the position of chief executive officer of the Company, he is terminated by the Company for “Cause” (as defined in the Employment Agreement), or he fails to use his best efforts in assisting in the orderly transition of his successor to the position of chief executive officer of the Company (as determined by the Board).

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Mr. Goldberger’s employment with the Company is “at-will” on a month to month basis at the discretion of the Board, subject to a 30-day notice of termination (except where termination is by the Company for Cause).

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If a new Company chief executive officer is appointed and thereafter Mr. Goldberger’s employment is terminated by the Company without Cause, Mr. Goldberger will be entitled to receive (i) if Mr. Goldberger’s employment is terminated by the Company without Cause prior to January 31, 2019, an amount equal to the Base Salary up to and through January 31, 2019 and plus the Performance Bonus; and (ii) if Mr. Goldberger’s employment is terminated by the Company without Cause on or after January 31, 2019, an amount equal to the Base Salary up to and through the date of such termination plus the Performance Bonus.

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Upon execution of the Employment Agreement, Mr. Goldberger received a 10-year non-qualified option to purchase up to 500,000 shares of the Company’s Common Stock (the “Option”) at a per share exercise price of $1.57. Of the Option shares, 100,000 vested immediately, and the remaining 400,000 will vest at the rate of 25,000 shares per completed quarter.

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The Option will immediately vest and be exercisable in full (i) upon a Change in Control within the meaning of the Company’s 2015 Stock Option Plan or (ii) upon termination without Cause of Mr. Goldberger’s employment by the Company as interim Chief Executive Officer and removal of Mr. Goldberger from the Board as a result of the vote of the Company’s shareholders at a special meeting of shareholders and/or director called for such purpose. In the case of (ii) in the preceding sentence, Mr. Goldberger will also be entitled to receive an additional lump sum payment equal to six months’ Base Salary.