Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Code and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # as a third priority, Payments that are “deferred compensation” within the meaning of [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].

Incentive Cap. The compensation provided in [Sections 3(c)] [Annual Incentive], and 3(d) [Long-Term Incentive], and including any incentive compensation under Section 5 [Compensation Upon Termination] as it pertains to incentive compensation, specifically Section 5(a), [clauses (3) and (4)])], and Section 5(c), [clauses (3) and (4)])]; shall be subject to a cumulative annual cap (referred to as "Incentive Cap") pro-rated over the Current Period of this Agreement not to exceed $495,000 per year averaged over the final Current Period (whether the term extends to the Expiration Date or through an earlier Termination Date), provided, however, that for purposes of Section 5(c)) [Termination By USPB For Other Than Cause, Death or Disability or By CEO For Good Reason], the proration term shall extend through the Expiration Date. For example, other than an earlier termination under Section 5(c), if employment under this Agreement is earlier terminated in the Current Period after two (2) years, the Incentive Cap would be $495,000 per year averaged over two (2) years or $990,000). An example of the incentive compensation under [Sections 3(c) and 3(d)])] is provided on [Exhibit A].

Exchange Cap. Subject to Section 2(e)(ii) below, [[Company:Organization]] shall not issue or sell any shares of Common Stock pursuant to this Agreement, and [[Investor:Organization]] shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement would exceed the maximum number of shares of Common Stock that [[Company:Organization]] may issue pursuant to this Agreement and the transactions contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NYSE AMERICAN LLC) without # breaching [[Company:Organization]]’s obligations under the applicable rules of The NYSE AMERICAN LLC or # obtaining stockholder approval under the applicable rules of The NYSE AMERICAN LLC (the “Exchange Cap”), unless and until [[Company:Organization]] elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of [[Company:Organization]] have in fact approved the transactions contemplated by this Agreement in accordance with the applicable rules and regulations of The NYSE AMERICAN LLC and the Certificate of Incorporation and Bylaws of [[Company:Organization]]. For the avoidance of doubt, [[Company:Organization]] may, but shall be under no obligation to, request its stockholders to approve the transactions contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(e)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(e)(ii) below).

Parachute Cap. Notwithstanding anything in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreement that is a “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well as any payments or benefits provided outside of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Payments to be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code.

Best Efforts. Employee agrees, as long as this Agreement is in effect, to continue to devote his best efforts and time and attention to the business of Employer and to the performance of his executive, managerial and supervisory duties.

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section ‎7 of this Agreement.

Best Efforts. Exercise its best efforts to comply with the subscription procedures and plan of distribution set forth in the Prospectus;

Best Efforts. The parties shall use their commercially reasonable best efforts to satisfy timely each of the conditions described in [Section 7 and 8]8] of this Agreement.

You agree throughout your term of employment to act conscientiously and diligently and in the best interests of the Company and use your best endeavours to promote and enhance the business reputation and affairs of the Company.

Equipment Warranty Cap. Service Provider’s cumulative aggregate liability under all warranties applicable to Service Provider-manufactured equipment in Section 10.5(b) shall be five million dollars ($5,000,000).