Aggregate Target Values. Each fiscal year of the Company, each Participant shall have an aggregate target value (the “Aggregate Target Value”) for such year’s awards under the LTIP. Unless otherwise determined by the Committee in its discretion, for each Participant, the Aggregate Target Value shall be based on median market and peer data provided by a compensation consultant selected by the Committee, multiplied by a percentage determined by the Committee (and upon the recommendation of the CEO with respect to Other Participants) taking into account the Participant’s experience and position with the Company. The number of shares of the Company’s Common Stock subject to awards equal to the aggregate target value shall be based on the arithmetic mean of the high and low prices of a share of the Company’s common stock as reported on the Nasdaq Capital Market on the last trading day before the grant date.

Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investment as follows:

Application of Threshhold Scoring uses straight-line interperlation between Target Payment and Maximum Payment/Threshhold Payment to determine final Annual Target Scoring values for each year

Aggregate Investments. Prior to, or contemporaneously with the Closing, each Purchaser shall have actually subscribed for the Subordinated Note Amount set forth on such Purchaser’s signature page to this Agreement.

Target Number. The target number of Performance RSUs subject to this Award is (the “Target Number”). The Target Number will be divided into three (3) equal tranches, with any fractional Performance RSUs resulting from such division to be added to the final tranche so that the sum of the three tranches equals the Target Number (each, an “Award Tranche”).

Target Bonuses. Opportunities for bonuses under the Plan for each Covered Executive for any Performance Period will be established by the Compensation Committee and communicated to each Covered Executive in writing. For each Covered Executive, the Compensation Committee will have the authority to apportion the target bonus so that a portion of the target bonus will be tied to attainment of the applicable performance goal(s).

Target Bonus. Executive will be eligible for an annual target bonus (the “Target Bonus”) in an amount equal to 100% of Executive’s then-current annual Base Salary, subject to the terms and conditions of the Company Incentive Plan (“CIP”) in effect for each applicable fiscal year. The CIP for the Company’s 2023 fiscal year provides for semi-annual payments, with 40% of the Target Bonus payable for the performance period of February 1st through July 31st (the “First Half”, and such bonus, the “First Half Bonus”) and 60% of the Target Bonus payable for the performance period of August 1st through January 31st (the “Second Half”, and such bonus, the “Second Half Bonus”), with the actual bonus amounts awarded to Executive (the “Actual Bonuses”) to be earned upon achievement of performance objectives to be established by the Board for such performance periods. For the Company’s 2023 fiscal year, Executive shall be eligible for the Second Half Bonus (i.e., $600,000 at “target”), with the Actual Bonus payable with respect thereto prorated based upon the number of days Executive is employed as CEO during the Second Half. To receive payment of any Actual Bonus, Executive must be employed by the Company on the last day of the period to which such bonus relates and at the time bonuses are paid, except as set forth below in Section 7.

Target Award. The Target Award for each Target is set forth below

Target Bonus. Employee will be offered the opportunity to participate in the Company’s then-current bonus plan. Subject to and in accordance with the terms and conditions of such plan and this Section, upon achievement of all bonus-related goals and objectives set by the Board of Directors and/or the Chief Executive Officer for the Company and for Employee (the “Bonus Objectives”), Employee shall receive a cash bonus equal to or greater than $300,000 (“Target Bonus”), less standard payroll deductions and withholding as are applicable to similarly situated employees. The Company shall have the sole discretion to # change or eliminate bonus plans or programs at any time (provided, however, that after the bonus plan and Target Bonus objectives have been established by the Board and/or the Chief Executive Officer for a given year, neither the Board nor the Chief Executive Officer shall later materially change the bonus plan or Bonus Objectives for such year to Employee’s detriment without Employee’s consent), # determine whether the Bonus Objectives for a given year have been achieved, and # determine (in accordance with this Section and such Bonus Objectives and bonus plan) the amount of bonus earned by Employee, if any. Bonuses are intended to retain valuable Company employees, and if Employee is not employed for any reason on the last day of the bonus year, he will not have earned the bonus and, except as expressly provided herein with respect to the Severance Bonus, no partial or pro-rata bonus will be paid. Any bonus paid pursuant to this Section 4 shall be paid net of standard payroll deductions and withholdings. The target payment date for any bonus measured on the basis of a calendar year shall be between January 1 and April 15 of the calendar year following the end of the performance period; provided, however, that such bonus shall be paid no later than April 15 of such calendar year following the end of the performance period.

Target incentive awards are expressed as a percentage of each Participant’s Salary and may vary by position, as defined in the Plan.