Exhibit 10.78

 



TERM SHEET The   pariies agree to the following settlement terms: • The Board of Directors and   current Committees of the Board shall on a going forward basis vote, and   otherwise act, in accordance with the Company's by-laws and other governing   documents. All meetings shall be called with notice of at least 24 hours, and   during business hours if possible, to the Board members and materials   provided in advance; • Notwithstar1ding the bullet point above, the Board of   Directors will not hire a full-time CEO or CFO before July 11, 2018. During   that period, the Board of Directors may continue discussions, negotiations,   and interviews with new and existing candidates. The Board shall have an   opportunity to review any supporting materials provided by the candidates or   an executive search firm. The Board of Directors agree to keep the identities   of these candidates and all information regarding these candidates   confidential and not disclose outside of the Board of Directors, except with   regard to a candidate ultimately hired by the Company; • The Special   Transition Committee shall be disbanded; • Except as otherwise set forth   herein, Robert Chioini and Tom Klema agree they will not hold themselves out   as an officer or representative of the Company or any of its subsidiaries,   take any actions directly or indirectly on behalf of the Company or any of   its subsidiaries, or in any way interfere with the operation of the Company   or any of its subsidiaries; • The 2018 Annual Shareholder Meeting currently scheduled   for June 21, 2018, shall be opened, without action, and then adjourned. The   Annual Meeting will be held on or before July 20, 2018, with all matters to   be voted upon based on proxies already voted and received, and will not be   further extended, except as required by law or court order. For clarity, no   director candidate would be elected at the 2018 Annual Shareholder Meeting; •   The Company will agree to hold a special shareholder meeting within 60 days   of the 2018 Annual Meeting for the sole purpose of electing one director to   the class which term expires at the 2019 Annual Shareholder Meeting (Class   1). Mr. Chioini will be allowed to run for the Board seat. The parties   dispute and reserve their rights regarding whether the Board must nominate Chioini   and whether the Board may nominate a competing candidate. All solicitation   materials would need to comply with SEC rules; • Patrick Bagley will resign   from the Board effective June 21, 2018. The Company will pay his director   compensation for an additional 30 days; • Robert Chioini will be deemed to   be, for purposes of this order, a member of the Board of Directors from June   21, 2018 until the special meeting discussed above. If Chioini is not elected   at that special meeting, he will resign immediately as a member of Board of   Directors. Chioini will only be able to act at formal Board of Directors   meetings, in discussions with other Board members, or in connection with or   preparation for Board meetings necessary to carry out his fiduciary duties.   He will receive the Board materials given to other Board members related to   Board activities (other than any materials ad_v rsarial to Chioini, Bagley,   or Boyd, including work product or attorney-client 7 pnvdege);Lkle.tfta /a:_   Pc .. p rJJW 28023136.2 c/C... 


    




 










•Notwithstanding   anything else in the by-laws, the Chairman of the Board shall have the   authority to call all Board of Directors meetings on his own initiative or   upon the request of two directors; •The parties agree to enter these terms in   the form of a stipulated order in the Oakland County litigation, the current   federal whistle blower lawsuit and any other legal action. Upon entry of this   as a stipulated order in the federal whistle blower lawsuit, the current   Oakland County litigation will be dismissed in its entirety without   prejudice; •The parties agree that these tenns are without prejudice to any   claims or defenses that they have or may present in the Oakland County   litigation, the current federal whistle blower lawsuit and any other legal   action; •The parties agree to continue to negotiate in good faith toward a   resolution of the overall dispute between the parties (including the roles of   Klema, Boyd and Chioini), and to come back to Judge Rosen before July 20,   2018 for a second mediation session. Judge Rosen will attempt to mediate any   disputes over the language of this term sheet, and, if unsuccessful, the   parties may take the dispute to Judge Michaelson or Judge Potts for   resolution; and •This stipulated order supersedes all prior orders in the   Oakland County litigation, other than the order that "the legal fees   incurred by Patrick Bagley and Ronald Boyd with respect to preparing for and   attending the facilitation shall be paid by Plaintiff." - Robert Chioini   Thomas Klema gfc.L ) 2 280231 36.2