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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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As part of the Agreement
described above, on July 20, 2017, the Company appointed Alan Howe and Philip Richter as Class II directors of the Company and
as members of the Corporate Governance and Nominating Committee and the Compensation Committee of the Board.
Alan Howe, age 56,
is Managing Partner of Broadband Initiatives, LLC, a small boutique corporate advisory firm that he has managed since 2001. Mr.
Howe has served both as a director and as a board chairman in multiple companies in a variety of industries including telecom and
wireless equipment, software, IT services, wireless RF services, golf-shaft manufacturing, semi-conductors, and storage. In two
situations, Mr. Howe serves as a board member of MagicJack Vocaltec Inc. (Nasdaq: CALL) , an Israeli telecom equipment provider,
since April 2017; Data I/O Corporation (Nasdaq: DAIO), a manufacturer of programming and automated device handling systems, since
January 2013; Determine Inc. (Nasdaq: DTRM), a cloud platform offering source to pay solutions to mitigate risk, streamline productivity
and generate revenue, since January 2009; and Urban Communications, Inc. (TSX.V: UBN), a telecommunications company in Canada,
since June 2016 and he served as a director of Qualstar Corporation (Nasdaq: QBAK) from 2013-2014. Mr. Howe earned an MBA in Finance
from the Kelley Graduate School of Business of Indiana University and a B.S. in Business Administration and Marketing from the
University of Illinois.
Philip Richter, age
47, is President and co-founder of New York City based Hollow Brook Wealth Management, LLC, which was formed in 1999. Hollow Brook
is an SEC registered independent wealth management firm that manages and advises capital on behalf of families, foundations, endowments,
pension plans, and individuals. Prior to Hollow Brook, Mr. Richter was an equity research analyst at Ingalls & Snyder, LLC,
an employee owned investment manager, from 2004-2007, and a managing director of Knickerbocker, LLC, a private investment management
family office, from 1998-2003, where he advised an alternative investment portfolio in private equity, venture capital and alternative
investments. Earlier he was director of strategic planning for Beneficial Technology Corporation from 1996 to 1998 and a branch
manager of consumer finance for Beneficial Management Corporation from 1994 to 1996. Mr. Richter has served as a trustee of the
Pray Family Foundation since August 2013. He has also been the Treasurer of the United States Equestrian Team Foundation since
January 2012 and has been on the Board of Directors of the Lake Placid Horse Show since January 2008, the Hampton Classic Horse
Show since May 2009, and the United States Equestrian Federation since June 2016. Mr. Richter received a B.A. in History at Boston
College and holds an MBA from New York University’s Stern School of Business.
There are no family
relationships between Mr. Howe or Mr. Richter and any director, executive officer or person nominated or chosen by the Company
to become a director or executive officer and there have been no transactions involving that would require disclosure under Item
404(a) of Regulation S-K.