(3)

The performance based RSUs granted to our executive officers in 2019, 2020 and 2021 were subject to the satisfaction of specified service based and performance based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the performance based RSUs is based upon the budgets established for each of the years in the three-year performance period. In March 2021, our Compensation Committee determined actual achievement of the 2020 revenue and EBITDA goals for the 2019 and 2020 performance-based RSUs at 58.4% and 97.4%, respectively, resulting in the cancellation of RSUs in 2021 for the achievement below target. As the Company approves budgets on an annual basis, the performance targets for the performance based RSUs related to the revenue and Adjusted EBITDA goals for two years out of the three-year performance period were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation, are therefore not met until such approval is obtained. During the three months ended March 31, 2021, the Company’s Compensation Committee approved the 2021 revenue and Adjusted EBITDA performance targets for the 2019 and 2020 performance based RSUs resulting in additional RSUs granted of approximately 107,000 at a grant-date fair value of $11.54 per share. As of March 31, 2021, 75,000 2020 performance based RSUs and 177,000 2021 performance based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined.