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, ​ shall not issue or sell any shares of Common Stock pursuant to this Agreement, and ​ 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 ​ 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 ​’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 ​ elects to solicit stockholder approval of the transactions contemplated by this Agreement and the stockholders of ​ 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 ​. For the avoidance of doubt, ​ 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.

The Incentive Fee on Income as calculated is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to # 20% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Quarters less # the aggregate Incentive Fees on Income that were paid to the Adviser (excluding waivers, if any) in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. For this purpose, “Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Quarters means # Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Quarters less # any Net Capital Loss in respect of the Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Corporation shall pay no Incentive Fee on Income to the Adviser in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee on Income calculated in accordance with Section 3(b)(i) above, the Corporation shall pay the Adviser the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee on Income calculated in accordance with Section 3(b)(i) above, the Corporation shall pay the Adviser the Incentive Fee on Income for such quarter.

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).

On or prior to the earlier to occur of # the thirtieth (30th) day following the LIBOR Event Date and # the first (1st) anniversary of the Closing Date (such earlier date, the “Cap Requirement Date”), the Borrowers shall enter into an Interest Rate Cap with a LIBOR strike price equal to the Strike Price and with a term that expires no earlier than the second (2nd) anniversary of the Closing Date. In addition, at least thirty (30) days prior to the expiration of the initial Interest Rate Cap or any Replacement Interest Rate Cap, the Borrowers shall be required to extend such Interest Rate Cap or Replacement Interest Rate Cap or enter into one or more Replacement Interest Rate Caps with a term of at least one (1) year. At least ten (10) days prior to the Cap Requirement Date, the Borrowers shall provide a form of Interest Rate Cap (or summary or bid package containing all of the terms of the Interest Rate Cap) for Agent’s review and Approval. Each Interest Rate Cap # shall be in form and substance Approved by the Agent, # shall be with an Acceptable Counterparty, # shall direct such Acceptable Counterparty to deposit any amounts due to the Borrowers under such Interest Rate Cap directly into the Cash Management Account so long as any portion of the Obligations remain outstanding, # shall have a LIBOR strike price equal to the Strike Price, and # shall have an initial notional principal amount equal to the Outstanding Principal Balance as of the date of such Interest Rate Cap. The Borrowers shall collaterally assign to the Agent for its benefit and the benefit of the Lender, pursuant to the Collateral Assignment of Interest Rate Cap, all of their right, title and interest to receive any and all payments under each Interest Rate Cap, and shall deliver to the Agent an executed counterpart of each Interest Rate Cap (which shall, by its terms, authorize the assignment to the Agent, require that payments be deposited directly into the Cash Management Account, as outlined in [clause (iii) above], and otherwise be in the form and substance Approved by Agent, as outlined in [clause (i) above]). If an Event of Default shall have occurred, the Agent and/or the Lender may exercise all of the rights and remedies of a secured party under the UCC with respect to all such “Collateral” (as defined in the Collateral Assignment of Interest Rate Cap).

When the Company obtains a $75 Million Market Cap for any 5 consecutive days, the Employee will retain 25% of the stock (12,500 shares). If not obtained within 24 months of the date of this agreement, 25% of the stock (12,500 shares) will be forfeited by the Employee.

Determination of Cap or Payment. Notwithstanding any other provision of this Plan to the contrary, if any payments or benefits paid by the Company pursuant to this Plan, including any accelerated vesting or similar provisions (“Plan Payments”), would cause some or all of the Plan Payments or any other payments made to or benefits received by a Participant in connection with a Change of Control (such payments or benefits, together with the Plan Payments, the “Total Payments”) to be subject to the tax (“Excise Tax”) imposed by Code Section 4999 but for this Section 18(d), then the Total Payments shall be delivered either # in full or # in an amount such that the value of the aggregate Total Payments that the Participant is entitled to receive shall be One Dollar ($1.00) less than the maximum amount that the Participant may receive without being subject to the Excise Tax, whichever of (A) or (B) results in the receipt by the Participant of the greatest benefit on an after-tax basis (taking into account applicable federal, state and local income taxes and the Excise Tax).

10% growth - $40,000; 2) 15% growth - $60,000; 3) 20% growth - $80,000

Incentive Bonus. Subject to the terms and conditions set forth herein, you will receive a cash lump sum payment in the amount of $[•] (the “Incentive Bonus”) on June ​, 2020. As a condition to receiving the Incentive Bonus, you hereby # waive any and all rights to participate in any annual bonus plan established by any member of the Company Group in respect of the 2020 calendar year, # acknowledge and agree that all of your outstanding long-term incentive compensation awards from any member of the Company Group have been cancelled in their entirety and you do not have any further rights with respect to such awards and # acknowledge that such waivers and cancellations do not violate any agreement between you and any member of the Company Group or any compensation plan, program or arrangement of any member of the Company Group, and do not constitute “Good Reason” pursuant to, or otherwise violate, the Severance Plan or any other compensation plan, program, agreement or arrangement of any member of the Company Group.