Common use of Consideration Clause in Contracts

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five 2.1 Charity Partner shall pay The Royal Parks (5) days of the Separation Date (the “Supplemental ReleaseTRP”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later Fee within thirty (30) days after of receiving a written request for payment from TRP if the Supplemental Release Effective Datecharity opts to purchase Race Places in the Royal Parks Half Marathon via invoice. 2.2 Unless otherwise directed by TRP, Charity Partner shall make payments by bank transfer to TRP’s bank account held with National Westminster Bank plc, ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, with Account No. ▇▇▇▇▇▇▇▇ and Sort Code 60-16-39. 2.3 All payments under this Agreement shall be paid without any deductions, set-off or withholdings. 2.4 All amounts expressed in this Agreement as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action being payable to TRP are expressed inclusive of 1985, as amended value added tax (if any) which may be chargeable thereon (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment PeriodVAT”). Notwithstanding For the foregoing, if at any time the Company determines that its payment avoidance of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectiondoubt, the Company Event is subject to the VAT exemption currently applying to charity fundraising events. 2.5 If the Fee is not paid on the date required under this Agreement, Charity Partner shall pay Employee TRP, on demand, interest on the last outstanding Fee at the rate of 3% (three per cent) per annum above National Westminster Bank plc's base rate at the time, such interest to be compounded in calendar monthly steps on the first day of each remaining month from the date due until the date of payment (inclusive) unless a separate payment schedule is agreed in writing by TRP or the equivalent number of Race Places to the amount of the COBRA Payment Periodoutstanding Fee are forfeited. For the avoidance of doubt, one Race Place shall be forfeited for every £145 of the Fee which is outstanding. 3 PROMOTION Charity Partner will be given the opportunity to approve a fully taxable cash payment equal generic design/look in relation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, any Materials proposed to be used for the remainder promotion of the COBRA Payment PeriodEvent which feature Charity Partner’s name and/or approved image prior to TRP publishing or using those Materials, such approval not to be unreasonably withheld, delayed or conditioned. Charity Partner will provide its approval or disapproval within fifteen (15) days of receiving the draft Materials or approval will be deemed given.

Consideration. In (a) The aggregate consideration of Employee’s execution of this Agreement, and provided that Employee signs to be paid by the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of Buyer for the Separation Date Transferred Assets shall be $315,000,000 (the “Supplemental ReleasePurchase Price”), subject to adjustment as provided in Section 2.5(b), Section 3.4, Section 6.8. and Section 6.11 The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to the account(s) specified by the Sellers. (b) At the end of the period beginning on and does not revoke itincluding the Effective Time and ending December 31, 2018 (inclusive), and for each of the calendar years ended December 31, 2019 and 2020 (the “Determination Period”), the Company will provide Employee with Buyer shall calculate the following severance benefits: Aggregate Operating Expenses incurred in the operation of the Transferred Assets in the ordinary course of business during that period. If (x) such Aggregate Operating Expenses exceed the applicable amount listed in Schedule 2.5(b) for such period (the “OPEX Cap”), the Sellers shall make a Severance Payment. The Company will pay Employeepayment to the Buyer for the amount of such excess and (y) such Aggregate Operating Expenses are less than the OPEX Cap for such period, the Buyer shall make a payment to the Sellers for such difference, in each case, as severancea purchase price adjustment; provided, however, that no purchase price adjustment shall be payable to the extent that the Aggregate Operating Expenses exceed the respective OPEX Cap as a result of operations by the Buyer which are outside the ordinary course of business or as a result of the negligence or willful misconduct of the Buyer in its performance of its obligations hereunder. (c) In addition to any payments pursuant to Section 2.5(b), if requested by either the Buyer or the Sellers within 90 days after the end of the Determination Period, the equivalent of twelve Parties shall analyze the Aggregate Operating Expenses relative to the OPEX Cap and, based on such analysis, the Buyer and the Sellers shall negotiate in good faith to make commensurate (12x) months of Employee’s base salary adjustments (either increases or decreases) to the throughput, storage, terminalling or other fees set forth in the Ancillary Documents or (y) to include additional fees in such Ancillary Documents, in each case, effective as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as end of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Determination Period, to allow Buyer to recoup at least the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier actual costs of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month operations of the COBRA Payment PeriodTransferred Assets in addition to a mutually agreed upon margin, a fully taxable cash payment equal taking into consideration Aggregate Operating Expenses over the Determination Period in relation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for OPEX Cap or to provide the remainder of Sellers with a reduction in fees if the COBRA Payment PeriodAggregate Operating Expenses are lower than the OPEX Cap.

Consideration. a. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days exchange for receipt of the Separation Date Olayan Company Shares and in accordance with Clause 2.8 of the SPA, on the NESR Closing Date, NESR shall issue to Olayan 13,340,448 shares of NESR Common Stock. b. Each Party shall preserve the right to recover any Pre-Olayan Closing Adjustment Leakage, Pre-NESR Closing Adjustment or Disputed Leakage, as applicable, pursuant to the SPA. If, with Olayan written consent, NESR is able to recover, after deduction of reasonable recovery costs, any Pre-Olayan Closing Adjustment Leakage, then NESR shall promptly transfer such amount of Pre-Olayan Closing Adjustment Leakage to Olayan. NESR shall make such payment to Olayan either by wire transfer of immediately available funds or through the issuance to Olayan or its designated Affiliate of an equivalent amount in shares of NESR Common Stock valued at $11.244 per share, in the sole discretion of NESR. The aggregate shares of NESR Common Stock issued to Olayan pursuant to Clauses 2.a and 2.b (Consideration) (but not Clause 2.c) hereof shall collectively be referred to as the “Lock-Up Shares.” c. On the NESR Closing Date, NESR shall pay to Olayan interest accruing at the rate of 9.5% per annum on the amount paid by Olayan to purchase the Olayan Company Shares, up to an amount of $4,700,000 (the “Supplemental ReleaseInterest Amount”) and does not revoke it), which represents the Company will provide Employee with total interest payable to Olayan on the following severance benefits: a Severance PaymentOlayan Initial Cash Consideration Amount. The Company will pay Employee, as severance, On the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective NESR Closing Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under NESR shall have the Consolidated Omnibus Budget Reconciliation Action right in its sole discretion either to pay the Interest Amount in cash or to issue to Olayan or its designated Affiliate 418,001 shares of 1985, as amended NESR Common Stock in full satisfaction of this obligation (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay aggregate shares of NESR Common Stock issued to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums Olayan pursuant to this SectionClause 2.c. (Consideration) shall be referred to as the “Non-Lock-Up Shares” and the Lock-Up Shares and the Non-Lock-Up Shares shall collectively be referred to as the “Shares”). d. NESR shall issue all the Common Stock issuable hereunder to Olayan or an Affiliate of Olayan as designated by Olayan in writing, free and clear of all Encumbrances, but subject to restrictions on transfer generally arising under applicable U.S. federal or state securities law and, in the case of the Lock-Up Shares, the Company shall pay Employee on Lock-Up (as defined below). Upon request by Olayan, a certificate, signed by a duly authorized officer of NESR will be delivered to Olayan or its designated Affiliate at the last day of each remaining month NESR Closing Date evidencing appropriate book entries to the account holder designated by Olayan. e. NESR acknowledges that, pursuant to the terms of the COBRA Payment PeriodSPA, a fully taxable cash payment equal Olayan is under no obligation to pay any Olayan Daily Amount. For the COBRA premium avoidance of doubt, under no circumstances shall Olayan or its Affiliates be held liable for such monthor required to pay any Olayan Daily Amount and NESR shall not, less applicable federaland shall cause its Affiliates not to, state and local payroll taxes and other withholdings required by law, for the remainder make any claim in respect of the COBRA Payment Periodforegoing.

Consideration. (a) In consideration exchange for Employee’s obligations to Walgreens under this Agreement, including the General Release, Walgreens agrees to provide Employee the payments and benefits set forth in the attached Exhibit A. Among the benefits listed in Exhibit A, and in recognition of Employee’s execution service and dedication to Walgreens, Employee will receive two years of base salary plus target bonus following his Retirement Date, according to the terms of the Plan, which will be paid following Employee’s separation from service, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, Employee will receive pro-rata vesting of the stock options, restricted stock units and performance shares awarded under the 2013 Omnibus Incentive Plan and Long-Term Performance Incentive Plan, each as amended, such that Employee shall become vested in the number of shares set forth in Exhibit A. Further, in the event of a Change in Control (as defined in the Plan) occurs prior to the Projected Termination Date as finally determined (defined in Exhibit A) (“Termination Date”), Employee shall receive such additional amounts and benefits that he would have received under the Plan and his outstanding equity awards as if he had a Termination of Employment for Good Reason during the Post-Change Period. (b) I understand that any payments or benefits paid or granted to me under Section 4.01 of the Plan (other than the Accrued Obligations) represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive certain of the payments and benefits specified in the Plan unless I (i) execute this Agreement, and provided that Employee signs do not revoke this Agreement within the Supplemental time period permitted hereafter and (ii) execute the Affirmation and Additional Release of Claims attached hereto as Exhibit B (the “Affirmation”) on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) 21 days after the Supplemental Release Effective Retirement Date, as defined thereinand do not revoke the Affirmation within the revocation period set forth in the Affirmation. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Such payments and benefits will not be considered compensation for purposes of 1985any employee benefit plan, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationprogram, policy or arrangement maintained or hereafter established by the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee or its Affiliates. (and her covered dependentsc) as In lieu of an Annual Incentive Award under Section 4.01(a)(ii) of the Separation Date. The COBRA coverage benefit will be paid on Plan for the fiscal year in which his termination of employment occurs, Employee shall receive a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfPro-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date Rata Bonus based upon hisTarget Annual Incentive Award calculated through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodTermination Date.

Consideration. 2.1 In consideration of Employeethe licence hereby granted by the Licensor to the Licensee for the Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,35,469 (Rupees Sixteen lakh thirty five thousand four hundred and sixty nine only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agrees to an escalation of License Fees, which in no event, shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalated License Fees shall be payable by the Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Licensor or any other third party in relation to the Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the décor / layout of the Building, the common areas of the Premises that have been demarcated in the plan annexed hereto as Annexure A (the “Common Areas”) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the 5th (fifth) day of each month for that month’s execution use. The Licensor hereby covenants with the Licensee that upon the Licensee paying the Licence Fees on or before the date mentioned herein, in the manner herein provided and by observing and performing the covenants, conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other laws as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the relevant TDS certificates in respect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days pay all regular outgoings in respect of the Separation Date (Premises. These shall include the “Supplemental Release”) and does not revoke it, charges for electricity consumed based on the Company will provide Employee with reading of the following severance benefits: a Severance Paymentmeter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Company will pay Employee, as severance, Licensor undertakes to forward to the equivalent of twelve (12) months of Employee’s base salary as of Licensee the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) bills for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingelectricity supply, if at any time all the Company determines that its payment of COBRA premiums on EmployeeLicensor receives such bills. It shall however not be the Licensor’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant responsibility to this Section, track and ensure the Company shall pay Employee on the last day of each remaining month receipt of the COBRA Payment Period, a fully taxable cash payment equal bills by the Licensee whose responsibility it shall be to ensure that the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodelectricity bills are always paid regularly.

Consideration. In (a) The aggregate purchase price for the Purchased Assets and the total consideration for this transaction (the “Purchase Price”), which Seller acknowledges is full and adequate consideration, shall be an amount equal to five (5) times the Seller’s trailing twelve (12) months earnings ending December 31, 2017, before interest, taxes, depreciation and amortization, with certain add-backs agreed-upon by the parties, with this calculation being based on the Seller’s to-be-completed 2017 audited income statement (“Adjusted EBITDA”). For purposes of Employeeillustration and example only, if the Adjusted EBITDA of Seller for 2017 is $700,000, the Purchase Price at Closing will be $3,500,000 (Seller’s execution actual 2017 Adjusted EBITDA shall be multiplied by 5 to get the actual Purchase Price). (b) If the Seller’s 2017 Adjusted EBITDA is less than the target of this Agreement$700,000, (as shown on Seller’s 2016 and provided that Employee signs 2017 Audited Financial Statements, as defined below) then either Buyer or Seller shall have the Supplemental Release of Claims attached hereto as Exhibit B on or absolute and separate option, within five (5) calendar days following receipt of the Separation Date Seller’s 2016 and 2017 Audited Financial Statements, to declare to the other party in writing this Agreement terminated, null and void, with no further duties, obligations or liabilities owed to anyone except as expressly stated herein. If Seller’s 2017 Adjusted EBITDA is at least $700,000 (as shown on the Seller’s 2016 and 2017 Audited Financial Statements) and all of the conditions and contingencies on Buyer’s obligation to Close hereunder are satisfied, but Buyer chooses not to Close, then Buyer shall be liable to Seller for a breakup fee which shall not be more than the audit fees paid by Seller to Seller’s Accountant for the Seller’s 2016 and 2017 Audited Financial Statements. (c) Seller shall provide Buyer with Seller’s audited 2016 and 2017 financial statements completed by a PCAOB approved accounting firm (“Supplemental ReleaseSeller’s 2016 and 2017 Audited Financial Statements”) along with that firm’s signed consent to allow the use of Seller’s 2016 and does not revoke it, the Company will provide Employee 2017 Audited Financial Statements in public filings with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions Securities and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Exchange Commission (“COBRASEC”) for Employee in form and her covered dependents following Employee’s separation, the Company shall pay content reasonably acceptable to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodBuyer.

Consideration. (a) In consideration of Employee’s execution of for the Contributed Apartment Assets except for the Post Oak Property, Acquirer shall issue and cause the New Operating Partnership to deliver to Trade Street Fund, pursuant to the terms and subject to the conditions set forth in this Agreement, and provided at Closing that Employee signs number of shares of Common Stock of Acquirer equal to the Supplemental Release equity value of Claims the Contributed Apartment Assets not including the Post Oak Property as set forth on Schedule B of the Trade Street Disclosure Schedule attached hereto and made a part hereof divided by 0.12. With respect to the Post Oak Property, Acquirer shall issue and cause the New Operating Partnership to deliver to Trade Street Fund and the Post Oak JV Partner, in accordance with their membership interests in Post Oak JV, LLC as Exhibit B set forth on or within five (5) days Schedule A of the Separation Date Trade Street Disclosure Schedule attached hereto and made a part hereof that number of shares of Common Stock of Acquirer equal to the equity value of the Post Oak Property as set forth on Schedule B of the Trade Street Disclosure Schedule attached hereto and made a part hereof divided by 0.12. In addition, Acquirer shall cause the New Operating Partnership to satisfy the debt due from Trade Street Fund to BREF by acquiring such obligation from BREF as provided in Section 1.4(d) hereof and then cancelling the debt. (b) In consideration for the Contributed Operating Businesses, Acquirer shall cause the New Operating Partnership to issue and deliver to the COB Owners, in proportion to their ownership interests in the Contributed Operating Businesses (but excluding TS Manager, LLC), at Closing, pursuant to the terms and subject to the conditions set forth in this Agreement, consideration equal to the equity value of the Contributed Operating Businesses, as set forth on Schedule C of the Trade Street Disclosure Schedule attached hereto and made a part hereof (the “Supplemental ReleaseOperating Company Contribution Value”), payable as follows: (1) that number of Common OP Units (as defined in Section 1.4(b)(A) hereof) equal to one-third of the Operating Company Contribution Value divided by 0.12, (2) that number of Class B Preferred OP Units (as defined in Section 1.4(b)(B) hereof) equal to one-third of the Operating Company Contribution Value divided by 100 (which represents a $100 liquidation value per Class B Preferred OP Unit), and does not revoke it, (3) that number of Class C Preferred OP Units (as defined in Section 1.4(b)(C) hereof) equal to one-third of the Operating Company will provide Employee with Contribution Value divided by 100 (which represents a $100 liquidation value per Class C Preferred OP Unit). The capitalized terms used for purposes of this Section 1.4(b) shall have the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.meaning:

Consideration. 2.1 In consideration of Employeethe licence hereby granted by the Licensor to the Licensee for the Premises and the Services to be rendered by the Licensor under Clause 6 hereunder the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 15,70,378 (Rupees Fifteen lakh seventy thousand three hundred and seventy eight only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agree to an escalation of License Fees, which in no event shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalated License Fees shall be payable by the Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Licensor or any other third party in relation to the Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the décor/layout of Building, the common areas of the Premises that have been demarcated in the plan annexed hereto as Annexure A (the “Common Areas”) without payment of any additional licence fees rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the 5th (fifth) day of each month for that month’s execution use. The Licensor hereby covenants with the Licensee that upon the Licensee paying the Licence Fees on or before the date mentioned herein, in the manner herein provided and by observing and performing the covenants, conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the relevant TDS certificates in respect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days pay all regular outgoing in respect of the Separation Date (Premises. These shall include the “Supplemental Release”) and does not revoke it, charges for electricity consumed based on the Company will provide Employee with reading of the following severance benefits: a Severance Paymentmeter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Company will pay Employee, as severance, Licensor undertakes to forward to the equivalent of twelve (12) months of Employee’s base salary as of Licensee the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) bills for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingelectricity supply, if at any time all the Company determines that its payment of COBRA premiums on EmployeeLicensor receives such bills. It shall however not be the Licensor’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant responsibility to this Section, track and ensure the Company shall pay Employee on the last day of each remaining month receipt of the COBRA Payment Period, a fully taxable cash payment equal bills by the Licensee whose responsibility it shall be to ensure that the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodelectricity bills are always paid regularly.

Consideration. In As consideration of Employee’s for entering into this Agreement and performing services hereunder, Company agrees that: CONSULTANT shall be compensated in accordance with the following schedule: Upon execution of this Agreement, CONSULTANT shall be granted Three Hundred Twenty-Five Thousand (325,000) shares of the Company's common stock (the "Shares"). CONSULTANT shall have full voting, dividend and provided other rights with respect to all of the Shares from the date of grant, provided, however, that Employee signs CONSULTANT agrees to the Supplemental Release following restrictions on transfer on the following number of Claims attached hereto as Exhibit B Shares (“Share Restrictions”): (a) 50,000 of the Shares (“50K Shares”) may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the CONSULTANT (“50K Transfer Restriction”). In the event of completion of the tasks in Section 4(i) of this Agreement on or within five (5) days before the fifth anniversary of this Agreement; the 50K Transfer Restriction shall no longer apply to the 50K Shares as of the Separation Date date of completion of those tasks. In the event that the tasks in Section 4(i) of this Agreement are not completed by the fifth anniversary of this Agreement, the 50K Shares shall be forfeited by the CONSULTANT, and ownership of the 50K Shares transferred back to the Company. (b) 100,000 of the Shares (“100K Shares”) may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the CONSULTANT (“100K Transfer Restriction”). In the event of completion of the tasks in Section 4(iii)(a) of this Agreement on or before the fifth anniversary of this Agreement; the 100K Transfer Restriction shall no longer apply to the 100K Shares as of the date of completion of those tasks. In the event that the tasks in Section 4(iii)(a) of this Agreement are not completed by the fifth anniversary of this Agreement, the 100K Shares shall be forfeited by the CONSULTANT, and ownership of the 100K Shares transferred back to the Company. (c) Another 100,000 of the Shares (“Second 100K Shares”) may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the CONSULTANT (“Second 100K Transfer Restriction”). In the event of completion of the tasks in Section 4(iii)(b) of this Agreement on or before the fifth anniversary of this Agreement; the Second 100K Transfer Restriction shall no longer apply to the Second 100K Shares as of the date of completion of those tasks. In the event that the tasks in Section 4(iii)(b) of this Agreement are not completed by the fifth anniversary of this Agreement, the Second 100K Shares shall be forfeited by the CONSULTANT, and ownership of the Second 100K Shares transferred back to the Company. In the event that, prior to the expiration of the Consulting Period, the Company terminates this Agreement without cause, all of the Share Restrictions pursuant to this Section 5 shall be null, void, and of no force and effect. CONSULTANT understands that under section 83 of the Internal Revenue Code of 1986, as amended (the “Supplemental ReleaseCode”) and does not revoke it), the Company fair market value of any Shares at the first time the rights of the CONSULTANT’s beneficial interest in such Shares are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier, will provide Employee with be reportable as ordinary income at that time. CONSULTANT understands that he may elect to be taxed at the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, time the equivalent Shares are acquired hereunder to the extent of twelve (12) months the fair market value of Employee’s base salary the Shares as of the Separation Date in the gross amount date of $512,500.00, grant rather than when such Shares cease to be subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later the abovementioned restrictions by filing an election under section 83(b) of the Code with the I.R.S. within thirty (30) days after the Supplemental Release Effective Datedate of the granting of the Shares. CONSULTANT ACKNOWLEDGES THAT IT IS CONSULTANT’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(b) OF THE CODE. CONSULTANT IS RELYING SOLELY ON HIS ADVISORS WITH RESPECT TO THE DECISION AS TO WHETHER OR NOT TO FILE AN 83(b) ELECTION. CONSULTANT represents that he has been made aware that any and all Common Shares of the Company to be issued pursuant to this Agreement shall not be registered under the Securities Act of 1933, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under amended, or the Consolidated Omnibus Budget Reconciliation Action Securities Laws of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)State. Notwithstanding the foregoing, if at any time the parties acknowledge that the capital stock of the Company determines that its payment is publicly traded and, for so long as the Company is subject to the reporting requirements of COBRA premiums on Employee’s behalf would result the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company hereby agrees to make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), at all times, and use reasonable, diligent efforts to file with the U.S. Securities and Exchange Commission in a violation timely manner all reports and other documents required of applicable law, then in lieu of paying COBRA premiums the Company under the Securities Act and the Exchange Act. CONSULTANT agrees that any securities to be issued pursuant to this SectionAgreement shall contain the following, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Periodor a substantially similar, a fully taxable cash payment equal to the COBRA premium for such monthrestrictive legend: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, less applicable federalAS AMENDED (THE “ACT”), state and local payroll taxes and other withholdings required by lawOR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, for the remainder of the COBRA Payment PeriodSOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.

Consideration. In consideration 4.1 LICENSEE shall pay to RDLP a one-time, non-creditable, license issue fee of Employee’s execution *** United States Dollars (U.S. $***) forthwith following the Effective Date. Notwithstanding any other terms of this Agreement, this Agreement and provided that Employee signs the Supplemental Release license granted hereunder shall not become effective until such issue fee is received by RDLP. *** Portions of Claims attached hereto as Exhibit B on or within five this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. 4.2 LICENSEE shall also pay RDLP, with respect to each Royalty Quarter, a royalty equal to ***percent (5***%) days of the Separation Date (Net Sales of Products of LICENSEE and Affiliates during such Royalty Quarter. 4.3 The obligation to pay RDLP a royalty under this Article 4 is imposed only once with respect to the same unit of Product regardless of the number of Valid Claims or Licensed Patents covering the same; however, for purposes of determination of payments due hereunder, whenever the term “Supplemental Release”) and does not revoke itProduct” may apply to a property during various stages of manufacture, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeuse or sale, Net Sales, as severanceotherwise defined, shall be derived from the equivalent sale, distribution or use of twelve such Product by LICENSEE or Affiliates at the stage of its highest invoiced value to unrelated third parties. 4.4 LICENSEE shall pay to RDLP an annual minimum royalty commencing in the calendar year 2006 as follows: (121) months In 2006: US$*** ; and (2) In 2007 and each year thereafter during the term of Employee’s base salary as this Agreement: US$*** . This annual minimum royalty shall accrue in the Royalty Quarter ending in March of each calendar year of the Separation Date years specified above and shall be due and payable and included in the gross amount report for that quarter. Notwithstanding the foregoing, for the year 2006, such annual minimum royalty shall be due and payable on June 30, 2006. If LICENSEE defaults in the payment of $512,500.00any annual minimum royalty, subject and fails to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later remedy that default within thirty (30) days after written notice of it by RDLP, then this Agreement and the Supplemental Release Effective Date, as defined thereinlicense rights conveyed herein shall terminate. b COBRAEach annual minimum royalty paid under 4.4 (1) to (2) above may be credited by LICENSEE in full against all earned royalties otherwise to be paid to RDLP under Paragraph 4.2 for the calendar year in which the specific annual minimum royalty is paid. Provided that Employee timely elects continued coverage The year for which such credits under 4.1 (1) to (2) against earned royalties may be taken includes the Royalty Quarter in which the annual minimum royalty accrues and the next three Royalty Quarters. 4.5 If RDLP grants a license under the Consolidated Omnibus Budget Reconciliation Action Licensed Patent(s) and in the Field of 1985Use to any third party which is substantially the same as the license granted to LICENSEE under Article 3 above, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationall or any part of the Territory, but which requires a royalty rate or annual minimum royalty lower than those required of LICENSEE under this Agreement, then RDLP shall offer those terms to LICENSEE for that part of the Company shall pay Territory, to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) be effective as of the Separation Dateeffective date of the license to that third party. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier *** Portions of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums this page have been omitted pursuant to this Section, a request for Confidential Treatment filed separately with the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCommission.

Consideration. In 8.1 The consideration for the demerger of Employee’s execution the Demerged Undertaking shall be the issue by the Resulting Company of 251 (two hundred fifty one) fully paid-up equity shares of the Resulting Company having face value of Re 1/- (Rupee One) each for every 500 (five hundred) fully paid-up equity shares of Re 1/- (Rupee One) each of the Demerged Company (“Resulting Company New Equity Shares”). 8.2 Upon coming into effect of the Scheme and subject to the provisions of this AgreementScheme, the Resulting Company shall, without any further application, act, deed, consent or instrument, issue and allot the Resulting Company New Equity Share(s) to the equity shareholders of the Demerged Company who hold fully paid-up equity shares of the Demerged Company and whose names are recorded in the register of members and/ or records of the depository on the Record Date. 8.3 The Resulting Company New Equity Shares shall be subject to the provisions of the memorandum of association and articles of association of the Resulting Company, including with respect to dividend, bonus, rights shares and voting rights attached to the Resulting Company New Equity Shares. 8.4 The Resulting Company New Equity Shares that are to be issued in terms of this Scheme shall be issued in dematerialised form. All those equity shareholders who hold shares of the Demerged Company in physical form shall receive the Resulting Company New Equity Shares in dematerialised form only, provided that the details of their account with the depository participant are intimated in writing to the Demerged Company and provided that Employee signs such intimation has been received by the Supplemental Release of Claims attached hereto as Exhibit B on or within five Demerged Company at least 7 (5seven) days before the Record Date. If no such intimation is received from any shareholder who holds shares of the Separation Date Demerged Company in physical form 7 (seven) days before the “Supplemental Release”) and does not revoke itRecord Date, the Resulting Company shall keep such shares in abeyance/escrow account with a trustee nominated by the Board of the Resulting Company for the benefit of such shareholders or shall be dealt with as provided under the Applicable Law and will provide Employee be credited to the respective depository participant accounts of such shareholders as and when the details of such shareholder's account with the following severance benefits: a Severance Payment. The depository participant are intimated in writing to the Resulting Company will pay Employeeand/or its registrar, as severanceif permitted under Applicable Law. 8.5 In case any equity shareholder becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of Resulting Company New Equity Shares, the equivalent Resulting Company shall not issue fractional shares to such equity shareholder and shall consolidate all such fractional entitlements and round up the aggregate of twelve such fractions to the next whole number and shall, without any further application, act, instrument or deed, issue and allot such consolidated equity shares directly to an individual trust or a board of trustees or a corporate trustee nominated by the Resulting Company (12) months of Employee’s base salary as “Trustee”), who shall hold such shares with all additions or accretions thereto in trust for the benefit of the Separation Date respective equity shareholders, to whom they belong or their respective heirs, executors, administrators or successors, for the specific purpose of selling such equity shares in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment market at such price or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if prices at any time within a period of 90 (ninety) days from the date of allotment, as the Trustee may in its sole discretion decide and on such sale, distribute the net sale proceeds (after deduction of the expenses incurred and applicable income tax) to the respective equity shareholders in the same proportion of their fractional entitlements. Any fractional entitlements from such net proceeds may be rounded off to the next Rupee. It is clarified that any such distribution shall take place only on the sale of all the fractional equity shares of the Resulting Company determines by the Trustee pertaining to the fractional entitlements. 8.6 The Resulting Company New Equity Shares to be issued by the Resulting Company, pursuant to Clause 8 in respect of any shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or which the Resulting Company is unable to issue due to non-receipt of relevant approvals or due to Applicable Laws or otherwise shall, pending allotment or settlement of dispute by order of Tribunal or any court or otherwise, be held in abeyance by the Resulting Company or shall be dealt with as provided under the Applicable Law. 8.7 In the event of there being any pending share transfers, whether lodged or outstanding, of any of the equity shareholders, the Board of the Demerged Company shall be empowered in appropriate cases, prior to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transfer of the equity shares in the Demerged Company and in relation to the shares issued by the Resulting Company, after the effectiveness of the Scheme. The Board of the Resulting Company shall be empowered to remove any such difficulties as may arise in the implementation of this Scheme. 8.8 Where Resulting Company New Equity Shares are to be allotted to heirs, executors or administrators, successors or legal representatives of the equity shareholders, the concerned heirs, executors, administrators, successors or legal representatives shall be obliged to produce evidence of title satisfactory to the Resulting Company. 8.9 The issue and allotment of the Resulting Company New Equity Shares is an integral part hereof and shall be deemed to have been carried out under the orders passed by the Tribunal without requiring any further act on the part of the Resulting Company or the Demerged Company or their shareholders and as if the procedure laid down under the Act and such other Applicable Law, were duly complied with. It is clarified that the approval of the members of the Resulting Company to this Scheme, shall be deemed to be their consent/approval for the issue and allotment of the Resulting Company New Equity Shares under applicable provisions of the Act. 8.10 The Resulting Company New Equity Shares to be issued by the Resulting Company in respect of the equity shares of the Demerged Company held in the unclaimed suspense account shall be credited to a new unclaimed suspense account created for shareholders of the Resulting Company. The Resulting Company New Equity Shares to be issued to the equity shareholders of the Demerged Company held in the Investor Education and Protection Fund Authority (“IEPF”) shall be issued to IEPF in favour of such equity shareholders. 8.11 In the event the Demerged Company restructures its payment share capital by way of COBRA premiums consolidation or any other corporate action which includes raising of capital before the Record Date, the share entitlement ratio set out in Clause 8.1 shall be suitably altered/adjusted considering the effect of such corporate action without requirement of any further approval from shareholders or Appropriate Authority. 8.12 The Resulting Company New Equity Shares to be issued by the Resulting Company pursuant to Clause 8.1 above in respect of such equity shares of the Demerged Company as are subject to lock-in pursuant to Applicable Law, if any, shall also be locked-in as and to the extent required under Applicable Law. 8.13 The Resulting Company shall apply for listing of its equity shares on Employee’s behalf would result the Stock Exchanges in a violation terms of applicable lawand in compliance of SEBI Schemes Master Circular and other relevant provisions as may be applicable. The Resulting Company New Equity Shares allotted by the Resulting Company in terms of Clauses 8.1 and 8.2 above, then in lieu of paying COBRA premiums pursuant to this SectionScheme, shall remain frozen in the depository system till listing/trading permission is given by the Stock Exchanges. Further, there shall be no change in the shareholding pattern of the Resulting Company between the Record Date and the listing of its equity shares which may affect the status of approval of the Stock Exchanges. 8.14 The Resulting Company shall pay Employee on enter into such arrangements and give such confirmations and/ or undertakings as may be necessary in accordance with Applicable Law for complying with the last day of each remaining month formalities of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodStock Exchanges.

Consideration. 2.1 In consideration of Employeethe licence hereby granted by the Licensor to the Licensee for the Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,61,415 (Rupees Sixteen lakh sixty one thousand four hundred and fifteen only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Data where after both parties shall mutually agree to an escalation of License Fees which in no event, shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalated Licence Fees shall be payable by the Licensee to the Licensor for the balance of the licence period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Licensor or any other third party in relation to the Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the decor / layout of the Building, the common areas of the Premises that have been demarcated in the plan annexed hereto as Annexure A (the “Common Areas”) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the 5th (fifth) day of each month for that month’s execution use. The Licensor hereby covenants with the Licensee that upon the Licensee paying the Licence Fees on or before the date mentioned herein, in the manner herein provided and by observing and performing the covenants, conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the relevant TDS certificates in respect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days pay all regular outgoings in respect of the Separation Date (Premises. These shall include the “Supplemental Release”) and does not revoke it, charges for electricity consumed based on the Company will provide Employee with reading of the following severance benefits: a Severance Paymentmeter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Company will pay Employee, as severance, Licensor undertakes to forward to the equivalent of twelve (12) months of Employee’s base salary as of Licensee the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) bills for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingelectricity supply, if at any time all the Company determines that its payment of COBRA premiums on EmployeeLicensor receives such bills. It shall however not be the Licensor’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant responsibility to this Section, track and ensure the Company shall pay Employee on the last day of each remaining month receipt of the COBRA Payment Period, a fully taxable cash payment equal bills by the Licensee whose responsibility it shall be to ensure that the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodelectricity bills are always paid regularly.

Consideration. 2.1 In consideration of Employeethe licence hereby granted by the Licensor to the Licensee for the Premises and the Services to be rendered by the Licensor under Clause 6 hereunder, the Licensee hereby agrees to pay to the Licensor licence fees at the rate of Rs. 16,32,738 (Rupees Sixteen lakh thirty two thousand seven hundred and thirty eight only) per month (the “Licence Fees”) for a period of thirty six (36) months commencing the Effective Date where after both parties shall mutually agree to an escalation of License Fees, which in no event shall exceed fifteen (15) percent of the License Fees and such mutually agreed escalated License Fees shall be payable by the Licensee to the Licensor for the balance of the license period i.e. twenty four (24) months. It is clarified that except for the Licence Fees, the Licensee shall not be liable to pay any further fees, service charges, rentals, maintenance, water charges, municipal taxes or any pre-quantified annual/monthly maintenance charges to the Licensor or any other third party in relation to the Premises and the Licensor acknowledges that the due payment of the Licence Fees forms the sole and adequate consideration for the licence granted herein and the Services to be rendered by the Licensor under Clause 6 hereunder. It is hereto agreed between the Parties that the Licensee shall have the exclusive right to use only in the manner in which such common areas in any building are normally put to use and in keeping with the décor / layout of the Building, the common areas of the Premises that have been demarcated in the plan annexed hereto as Annexure A (the “Common Areas”) without payment of any additional licence fees or rentals. 2.2 The Licence Fees shall be payable in advance by the Licensee monthly, on or before the 5th (fifth) day of each month for that month’s execution use. The Licensor herby covenants with the Licensee that upon the Licensee paying the Licence Fees on or before the date mentioned herein, in the manner herein provided and by observing and performing the covenants, conditions and stipulations herein contained, the Licensee shall be permitted unimpeded use and occupation of the Premises during the period of the Licence herein created. 2.3 The Licensee shall withhold taxes on all amounts due and payable to the Licensor as may be required under the Income Tax Act, 1961 or any other law as may be applicable and shall make payments to the Licensor subject to such taxes being withheld. The Licensee shall periodically and always within a reasonable time provide the Licensor with the relevant TDS certificates in respect of the aforesaid tax deductions. 2.4 The Licensee shall, during the term of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days pay all regular outgoings in respect of the Separation Date (Premises. These shall include the “Supplemental Release”) and does not revoke it, charges for electricity consumed based on the Company will provide Employee with reading of the following severance benefits: a Severance Paymentmeter installed in that behalf within the period stipulated in the b▇▇▇ issued by the supplier of electricity to whom the payment shall be directly remitted by the Licensee. The Company will pay Employee, as severance, Licensor undertakes to forward to the equivalent of twelve (12) months of Employee’s base salary as of Licensee the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) bills for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoingelectricity supply, if at any time all the Company determines that its payment of COBRA premiums on EmployeeLicensor receives such bills. It shall however not be the Licensor’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant responsibility to this Section, track and ensure the Company shall pay Employee on the last day of each remaining month receipt of the COBRA Payment Period, a fully taxable cash payment equal bills by the Licensee whose responsibility it shall be to ensure that the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodelectricity bills are always paid regularly.

Consideration. In consideration of Employee’s execution of this Agreementfull and complete payment for the Assets, and provided that Employee signs Buyer agrees to (a) the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days assumption of the Separation Date Assumed Liabilities pursuant to Section 2.3 hereof, (b) issue a number of Buyer Shares equal to the “Supplemental Release”) number of Seller Shares that are issued and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary outstanding as of the Separation Date in Closing Date; (c) issue Buyer Warrants under substantially the gross amount same terms and conditions as each of $512,500.00, subject to standard payroll deductions the Seller Warrants unexercised and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) outstanding as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Closing Date and providing for the earliest of: same number of unexercised shares, the same option prices and the same expiration dates as such Seller Warrants; (id) twelve issue Buyer Convertible Notes for the same face amount (12) months after net of any principal payments made), interest rate, conversion price, payment terms and other terms and conditions as each of the Separation Seller Convertible Notes outstanding as of the Closing Date; (iie) issue Buyer Convertible Debentures for the date when Employee becomes eligible same face amount (net of any principal repayments made), interest rate, conversion price, payment terms and other terms and conditions as each of the Seller convertible Debentures outstnading as of the Closing Date; and (f) issue Buyer Notes for substantially equivalent health insurance coverage in connection with new employment or self-employment; or the same face amount (iiinet of any principal payments made), interest rate, payment terms and other terms and conditions as each of the Seller Notes outstanding as of the Closing Date. In order to facilitate the liquidation and dissolution of Seller under Section 2.5, and the assumption by Buyer of Seller’s obligations under the Seller Warrants, Seller Convertible Notes, Seller Convertible Debentures and the Seller Notes (outstanding as of the Closing Date) as part of the date Employee ceases Assumed Liabilities, the Buyer Shares, the Buyer Warrants, the Buyer Convertible Notes, the Buyer convertible Debentures and the Buyer Notes to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from issued under this Section 2.4 shall be so issued in the Separation Date through names of the earlier Seller Shareholders and the holders of (i)-(iii)the Seller Warrants, the “COBRA Payment PeriodSeller Convertible Notes and the Seller Notes, respectively, in accordance with Section 2.5.”) 5. Notwithstanding the foregoing, if at any time the Company determines that Section 2.5 shall be amended and restated in its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant entirety to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.read as follows:

Consideration. In consideration of EmployeeContingent upon the Executive’s execution of this Agreement, the Merger becoming effective, and provided that Employee signs the Supplemental Release Executive’s continued full compliance with the terms and conditions of Claims attached hereto this Agreement, Wolverine Bank will provide to the Executive the following consideration, and the Executive will make the following acknowledgements regarding such consideration: (a) Subject to Section 4, as Exhibit B on consideration for the Executive to enter into this Agreement and its attachments, appendices and exhibits, to terminate Executive’s Employment Agreement with Wolverine Bank, Wolverine Bank or within five (5) days of Horizon Bank, as successor, shall pay to the Separation Date Executive an amount equal to $1,037,218 (the “Supplemental ReleaseAmount”) and does not revoke it), less any withholdings for applicable taxes required by law. Subject to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeforegoing, Wolverine Bank or Horizon, as severancesuccessor, shall pay the equivalent of twelve (12) months of Employee’s base salary as of Amount through its payroll system to the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid Executive in a single lump sum no later thirty (30) days at the first regular or special payroll date after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under at Appendix A is executed and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such waiting period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)has passed without revocation. Notwithstanding the foregoing, the payment set forth in this subsection 2(a) will be made within 60 days of satisfaction of the final condition for payment in this Section 2, provided that the Release at Appendix A is effective on such date, and provided further that if at the 60-day period spans two calendar years, payment will be made in the second calendar year (the “Normal Payment Date”). (b) Notwithstanding the foregoing, to the extent any time portion of the Company determines Amount (the “Non-Exempt Amount”) is considered to be deferred compensation that its is subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Non-Exempt Amount shall be paid in a lump sum upon the later of: (1) the Normal Payment Date; or (2) date of Executive’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”), provided, however, that if Executive is a “specified employee” (within the meaning of Section 409A of the Code), then payment of COBRA premiums on Employee’s behalf would result the Non-Exempt Amount shall be made to Executive in a violation lump sum on the first day of applicable lawthe seventh month following such Separation from Service. (c) The Executive hereby acknowledges and agrees that: (i) the Amount is a sum which is equivalent to the sum to which the Executive would otherwise be entitled under the Employment Agreement in the event of a qualifying termination of the Executive’s employment after a Change of Control; (ii) without executing this Agreement, then the Executive would not be entitled to receive the Amount at this time; and (iii) except as provided in lieu of paying COBRA premiums this Agreement, the Executive is not entitled to receive any further compensation, payments and/or employee benefits under the Employment Agreement or pursuant to the Executive’s employment relationship with WBKC and/or Wolverine Bank, except as contemplated by Section 1 of this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Agreement

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs 3.1 The purchase price for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days sale of the Separation Date Shares shall be the aggregate of: (a) the Initial Consideration as adjusted pursuant to Clause 3.3; and (b) the Earn-out Payments payable pursuant to Schedule 9. 3.2 The Initial Consideration shall be satisfied as follows: (a) the payment at Completion by the Purchaser to the Vendors in their Respective Proportions of the Initial Consideration less the Secured Amount in accordance with Clause 22.1; (b) the payment at Completion by the Purchaser of the AP Secured Amount into the AP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the AP Charge; and (c) the payment at Completion by the Purchaser of the MP Secured Amount into the MP Blocked Account to be held, dealt with, released, paid and transferred in accordance with the provisions of Schedule 10 and the MP Charge. 3.3 Subject to Clauses 3.4 and 3.5, the Initial Consideration shall be adjusted as follows: (a) there shall be added an amount, if any, by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount; (b) there shall be deducted an amount, if any, by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount; (c) there shall be deducted an amount, if any, by which the Estimated Net Cash Amount exceeds the Net Cash Amount; and (d) there shall be added an amount, if any, by which the Net Cash Amount exceeds the Estimated Net Cash Amount, with the purchase price as so adjusted being the “Final Initial Consideration”. 3.4 The adjustments to the Initial Consideration set out in Clause 3.3 shall be aggregated and netted off against each other such that no amount shall be payable by either the Purchaser or the Vendors (as the case may be) under Clause 3.3 until both the Net Working Capital Amount and the Net Cash Amount have been agreed or determined pursuant to Schedule 7. 3.5 Neither the Purchaser nor the Vendors shall be entitled to include the same asset or liability twice in calculating any of the adjustments to be made pursuant to Clause 3.3. 3.6 Within five Business Days of the Determination Date, the Purchaser or (as the case may be) the Vendors shall make the following payment: (a) if the Final Initial Consideration exceeds the Initial Consideration, the Purchaser shall pay to the Vendors, in their Respective Proportions, in cash in pounds sterling an amount equal to such excess in accordance with Clause 22.1; or (b) if the Initial Consideration exceeds the Final Initial Consideration then each Vendor shall pay, in their Respective Proportions, to the Purchaser an amount in cash in pounds sterling equal to such excess in accordance with Clause 22.1. 3.7 If the Vendors are liable to make a payment to the Purchaser pursuant to Clause 3.6(b) (the “Supplemental ReleaseVendor Balancing Payment”) ), then the Vendors and does not revoke itthe Purchaser shall jointly instruct the Security Bank to pay the Vendor Balancing Payment to the Purchaser, in the Company will provide Employee Vendors’ Respective Proportions, in accordance with the following severance benefits: a Severance Paymentprovisions of Schedule 10. 3.8 The Purchaser shall pay to the Vendors the Earn-out Payments in accordance with the provisions of Schedule 9. 3.9 Any payments required to be made under Clause 3.6 shall, for the avoidance of doubt, be treated as adjusting the Initial Consideration, thus resulting in the Final Initial Consideration. The Company will pay EmployeeFinal Initial Consideration, as severancetogether with any Earn-out Payments made pursuant to Schedule 9, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00shall, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums adjustment pursuant to this SectionClause 22.2, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium be adopted for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall Tax reporting purposes.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses I (a)(i) through 1(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall she receive any 2016 Retention Bonus, (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) accrue as of the Separation Date. ; (iii) EXECUTIVE shall not be entitled to nor shall she receive any 2015 Executive Management Bonus under Section 4(b) of the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall she receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (v) The COBRA coverage benefit will be paid on a monthly basis until COMPANY shall reimburse EXECUTIVE, no later than October 15, 2016 for the earliest of: EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (ivi) twelve The COMPANY agrees to reduce the Restrictive Covenant period from one (121) year to six (6) months after the Separation Date; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other withholdings required provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by lawEXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that she shall not be entitled any severance payment provided under this Agreement if she fails to return all assets and equipment provided to him for the remainder performance of her duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration 5.1 The Purchaser agrees to pay Plot Consideration amount mentioned in Annexure FIFTH SCHEDULE in the manner as mentioned in payment plan annexed in FIFTH SCHEDULE. 5.2 Provided that any deduction of Employee’s execution an amount made by the Purchaser on account of Tax Deduction at Source, if any (“TDS”) as may be required under prevailing law while making any payment to the Promoter under this Agreement, shall be acknowledged/credited by the Promoter only upon the Purchaser submitting the original tax deduction at source certificate and provided that Employee signs the Supplemental Release of Claims attached hereto amount mentioned in the certificate matches with the Income Tax Department site. 5.3 Provided further that, if any such certificate is not produced, the Purchaser shall pay equivalent amount as Exhibit B on or within five (5) days interest free deposit to the Promoter, which deposit shall be refunded by the Promoter to the Purchaser, upon the Purchaser producing such certificate. It is hereby agreed that until receipt of the Separation Date certificate as aforesaid, the Promoter shall not be liable to handover possession of the Plot to the Purchaser. 5.4 Time for payment of the aforesaid demands and other amounts payable under this Agreement shall be of the essence of this Agreement and the Purchaser shall, without prejudice to its other rights available in law and under this Agreement, be liable to pay interest at the rate prescribed under RERA on all delayed payments including the CAM charges. 5.5 The Purchaser is also, aware that the sale transaction contemplated herein will be subject to Goods and Services Tax (the “Supplemental ReleaseGST”) and does not revoke itat the applicable rates. As per the current Applicable Laws, the Company will provide Employee with Plot Consideration is not liable to GST, however the following severance benefits: a Severance PaymentGST is payable on Infrastructure Development Charges. 5.6 The Purchaser hereby agrees to pay the applicable Taxes on the Plot plus Corpus, Infrastructure Development Charges and/or the CAM Charges, payable under this Agreement (as may be levied by the appropriate government by way of increase in rates or introduction of new levies or in any other manner) to the Promoter, if any, being the amount payable towards the Taxes as and when demanded by the Promoter. The Company will Purchaser hereby also agrees to pay Employee, as severanceto the Promoter, the equivalent of twelve (12) months of Employee’s base salary as said amount together with any increase thereto and/or interest and/or penalty, if any, that may be levied on the payment of the Separation Date in Taxes (prospectively or retrospectively levied by the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiicompetent authority), when demanded by the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodPromoter.

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution final Base Compensation and Final Bonus pursuant to the Employment Agreement, the following items described in clauses 1(a)(i) through 1(a)(vi) shall be paid or provided by the COMPANY to EXECUTIVE: (i) EXECUTIVE shall not be entitled to nor shall he receive any Management Bonus under the Employment Agreement; (ii) EXECUTIVE shall not be entitled to nor shall he receive any Retention Bonus under the Employment Agreement; (iii) EXECUTIVE shall not be entitled to nor shall he receive any company car under the Employment Agreement; (iv) EXECUTIVE shall not be entitled to nor shall he receive any equity grants under the Employment Agreement; (v) EXECUTIVE shall not be entitled to nor shall he receive any real estate keep whole benefit under the Employment Agreement; and, (vi) The COMPANY shall reimburse EXECUTIVE, no later than February 28, 2017 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. b. After the effective date of this Agreement, which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY agrees to pay EXECUTIVE, as set forth herein, cash severance benefits, subject to all applicable federal, state and local income and payroll taxes, deductions and withholdings, totaling twenty-four (24) months of Base Salary ($795,000.00) provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days EXECUTIVE complies with Articles 7, 8, and 9 of the Separation Date Employment Agreement, as well as other provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Notice Period, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement, only if the COMPANY enters into a pre-packaged Chapter 11 bankruptcy plan which does not affect the COMPANY’s obligations under this Agreement (the “Supplemental ReleasePre-Pack”) and does not revoke it). If the COMPANY approves entry into any bankruptcy plan other than the Pre-Pack, the Company will provide Employee with COMPANY shall, prior to the following severance benefits: filing of any such plan, make all payments due to EXECUTIVE hereunder in a Severance Paymentlump sum. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as severance payments provided for in this paragraph are in addition to and not part of the Separation Date in Notice Period Payment. c. EXECUTIVE may have the gross amount right to continue certain benefits pursuant to Section 4980B of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Internal Revenue Code of 19851986, as amended (“COBRA”) for Employee after the Separation Date and her covered dependents following Employee’s separationwill receive a notification of COBRA rights under separate cover. Provided EXECUTIVE validly and timely elects COBRA continuation coverage, to the extent permitted by law, the Company shall COMPANY agrees to pay up to 100% of the COBRA premiums to continue medical, dental, and vision insurance coverage under the COMPANY’s group health insurance provider plan for EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) in accordance with COBRA and the full monthly COBRA premiums necessary to continue Employeeterms of the COMPANY’s and Employee’s covered dependents’ group health insurance coverage that is in effect plan, as it may be amended from time to time (the “Health Benefits”) for Employee a period of up to eighteen (and her covered dependents18) as of months or such shorter period allowed by COBRA from the Separation Date. The EXECUTIVE understands and agrees that payments made pursuant to this Paragraph shall be included in his taxable income to the extent required by applicable law. EXECUTIVE and the COMPANY agree that the foregoing period of COMPANY-paid COBRA coverage benefit will shall count against, and reduce, the otherwise applicable period during which the EXECUTIVE and his “qualified beneficiaries” (as defined by COBRA) would be entitled to receive COBRA coverage that is not so paid by the COMPANY. d. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on a monthly basis and following the Effective Date, if applicable, any outstanding stock options with respect to the COMPANY’s stock held by EXECUTIVE on the Separation Date may be exercised until the earliest of: earlier of (i) twelve the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (12) months after or such comparable defined term relating to the Separation Date; period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date when Employee becomes eligible for substantially equivalent health insurance coverage of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal including an amendment to the COBRA premium for such monthapplicable Stock Option Award Agreements, less applicable federal, state as the COMPANY may determine should be executed to effectuate the foregoing provisions. e. EXECUTIVE acknowledges and local payroll taxes agrees that he shall not be entitled any severance or other payments provided under this Agreement if he fails to return all assets and other withholdings required by law, equipment provided to him for the remainder performance of his duties. f. EXECUTIVE acknowledges that the COBRA Payment Periodforegoing is adequate consideration for this Agreement.

Consideration. In (a) The consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date Assets (the “Supplemental ReleasePurchase Price”) will be (a) One Hundred Fifty Five Million Dollars ($155,000,000) plus or minus the Adjustment Amount and does not revoke it(b) the assumption of the Assumed Liabilities. (b) In accordance with Section 2.7(b), at the Closing, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay EmployeePurchase Price, as severance, the equivalent of twelve (12) months of Employee’s base salary as prior to adjustment on account of the Separation Date in the gross amount of $512,500.00Adjustment Amount, subject to standard payroll deductions and withholdings. This amount will shall be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, delivered by Buyer as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest offollows: (i) twelve One Hundred Fifty Million Dollars (12$150,000,000) months after the Separation Dateby wire transfer to Sellers; and (ii) Five Million Dollars ($5,000,000) by wire transfer to an Escrow Agent mutually satisfactory to Sellers and Buyer (the date when Employee becomes eligible for substantially equivalent health insurance coverage “Escrow Agent”) to hold in connection accordance with new employment or self-employment; or the terms and conditions of an escrow agreement in form and substance mutually satisfactory to Sellers and Buyer (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Escrow Agreement”), providing for, among other things, termination of the Escrow Agreement on September 30, 2005. (c) Within ten (10) Business Days after the execution of this Amendment, Veritas shall cause Buyer to deposit the sum of Five Million Dollars ($5,000,000) (the “COBRA Payment PeriodDeposit”)) in escrow in accordance with the terms and conditions of the Deposit Escrow Agreement in the form of Exhibit A attached hereto. Unless this Contract shall be terminated pursuant to Section 9.1, on the Closing Date the Deposit (together with all interest and other distributions or gains, hereinafter referred to as “Earnings”) shall be released to Sellers as partial payment of the Purchase Price and the amount payable by Buyer to Sellers at the Closing pursuant to Section 2.3(b) shall be reduced by the amount of the Deposit and Earnings. In the event the Closing does not occur as a result of the Breach by Buyer of its obligations under this Contract, Sellers shall be entitled to receive the Deposit and Earnings as liquidated damages. Buyer and Sellers hereby acknowledge that the amount of damages which would be incurred by Sellers as a result of Buyer’s Breach of this Contract for not Closing are difficult to ascertain and that the amount of liquidated damages provided for by this Section 2.3(c) are reasonable. Notwithstanding anything to the foregoingcontrary contained in this Contract (including, if at any time without limitation, Sections 9.2 and 13.5), Buyer shall have no other liability to Sellers in the Company determines that event the Closing does not occur. In the event the Closing does not occur other than as a result of the Breach by Buyer of its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to obligations under this SectionContract, the Company Deposit and Earnings shall pay Employee on the last day of each remaining month be returned to Buyer. C. Section 2.6 of the COBRA Payment Period, a fully taxable cash payment equal Purchase Contract is hereby amended to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.read in its entirety as follows:

Consideration. In consideration of Employeeexchange for the promises made herein, the Parties agree that: a. As for Executive’s execution Final Compensation pursuant to the Employment Agreement, the following items described in clauses l(a)(i) through l(a)(vii) shall be paid or provided by the COMPANY to EXECUTIVE: (i) On the effective date of this Agreement, and provided which is the eighth (8) day after the EXECUTIVE signs this Agreement (“Effective Date”), the COMPANY shall pay EXECUTIVE the amount of Base Salary as of such date that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of has been earned through the Separation Date but has not been paid. However, EXECUTIVE shall not be entitled to nor shall he receive any 2016 Retention Bonus under Section 4(d) of the Employment Agreement; (ii) On the “Supplemental Release”) and does not revoke itEffective Date of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will COMPANY shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of EXECUTIVE all PTO accrued but unused through the Separation Date in the gross amount of $512,500.00according to State requirements, subject with all PTO to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay cease to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) accrue as of the Separation Date; (iii) The COMPANY shall pay the EXECUTIVE a “Dycom Deal Assistance” bonus of $220,000 grossed up for taxes. The COBRA coverage benefit bonus will be paid on a monthly basis until the earliest of: first pay period following the effective date, which is the eighth (i8) day after the EXECUTIVE signs this Agreement (“Effective Date”). (iv) twelve EXECUTIVE shall not be entitled to nor shall he receive any 2015Executive Management Bonus under Section 4(b) of the Employment Agreement; (12v) EXECUTIVE shall not be entitled to nor shall he receive any 2016 Executive Management Bonus under Section 4(b) of the Employment Agreement; (vi) The COMPANY shall reimburse EXECUTIVE, no later than September 15, 2016 for the EXECUTIVE’s business expenses which have been incurred but not reimbursed by the Separation Date, subject to substantiation prior to such date by the EXECUTIVE in accordance with the COMPANY’s expense reimbursement policies. (vii) The COMPANY agrees to reduce the Restrictive Covenant period from one (1) year to six (6) months after the Separation Date; (ii) . b. On the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Effective Date through the earlier of (i)-(iii)this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingCOMPANY agrees to pay EXECUTIVE cash severance benefits, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant subject to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less all applicable federal, state and local income and payroll taxes taxes, deductions and withholdings, totaling six (6) months of Base Salary provided EXECUTIVE complies with Sections 7, 8, 10, and 22 of the Employment Agreement, as well as other withholdings required provisions of the Employment Agreement which survive termination. Payments are to begin on the COMPANY’s next regular payroll period after the Effective Date, and shall continue to be paid on the COMPANY’s regular payroll periods during the severance period and as specified in the Employment Agreement. c. Notwithstanding any contrary provisions of the applicable Stock Option Award Agreements governing stock options granted to EXECUTIVE pursuant the Employment Agreement, on and following the Effective Date, any outstanding stock options with respect to the COMPANY’s stock held by lawEXECUTIVE on the Separation Date may be exercised until the earlier of (i) the expiration date of the original “Option Period” as defined under such Stock Option Award Agreements (or such comparable defined term relating to the period of exercisability of the stock options), or (ii) the tenth (10th) anniversary of the date of grant of the respective stock option. The COMPANY and EXECUTIVE agree to executive such other documents in connection with the foregoing, including an amendment to the applicable Stock Option Award Agreements, as the COMPANY may determine should be executed to effectuate the foregoing provisions. d. EXECUTIVE acknowledges and agrees that he shall not be entitled any severance payment provided under this Agreement if he fails to return all assets and equipment provided to him for the remainder performance of his duties as requested by the COBRA Payment PeriodCOMPANY. e. EXECUTIVE acknowledges that the foregoing is adequate consideration for this Agreement.

Consideration. In consideration of for Employee’s execution of this Confidential Agreement and General Release (“Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itcompliance with its terms, and in accordance with Section 5(e) of the Company will Employment Agreement, Employer agrees to provide Employee with the following following: (i) A payment to equal to one (1) times the Executive’s then current annual Total Cash Compensation as severance benefits: pay. This severance pay shall be paid in substantially equal monthly installments (or such other frequency consistent with the Company’s payroll practice then in effect for active employees at the executive level) over a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00months, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum commencing no later than thirty (30) days after the Supplemental Release Effective DateExecutive’s separation from service by the Company without Cause, except as defined thereinotherwise provided in this Agreement. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action For avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company above referenced payments shall pay to health insurance provider be made in accordance with the full monthly COBRA premiums necessary to continue Employee’s amounts and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid dates set forth on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Schedule 2, attached hereto. (ii) To the date when extent that the Employee becomes qualifies for, complies with the requirements of and otherwise remains eligible for substantially equivalent continuation of his health care insurance coverage in connection with new employment or self-employment; or (iii) benefits under COBRA, and payment of COBRA premiums is permitted under applicable laws and regulations, the date Employee ceases to be eligible for Employer shall pay the COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through premiums until the earlier of (i)-(iii)A) such time as Employee obtains alternative employment and becomes eligible for health insurance through his new employer and (B) eighteen (18) months following the date of his separation from service. (iii) The vesting period for any unvested options, shares of restricted stock, or other rights to purchase equity securities of the Employer, or its subsidiaries, or respective affiliates (collectively, the “COBRA Payment PeriodAward Shares”). Notwithstanding ) that were previously awarded to Employee pursuant to any Plan shall be accelerated, and any unvested Award Shares awarded to Employee shall become fully vested effective immediately prior to the foregoing, if at any time the Company determines that its payment effective date of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionseparation from service. (iv) In addition, the Company exercise period for Employee to exercise any Award Shares shall pay Employee on be extended one (1) additional year beyond the last day date Employee’s right to exercise would expire absent this Agreement. (v) Employer shall take all steps reasonably available to it to have the Board of each remaining month Directors of the COBRA Payment Period, TerreStar Corporation issue a fully taxable cash payment equal resolution acknowledging Employee’s contributions to the COBRA premium for such month, less applicable federal, state development of Employer and local payroll taxes its affiliates and other withholdings required by law, for the remainder of the COBRA Payment Periodsubsidiaries.

Consideration. In (a) The consideration for the Purchased Assets and the Shares (the “Purchase Price”) consists of Employee’s execution (a) two million fifty six thousand dollars (U.S. $2,056,000) in cash (the “Initial Cash Consideration”), subject to adjustment in accordance with Section 2.6 (the Initial Cash Consideration, as adjusted, the “Final Cash Consideration”), (b) the Trade Accounts Payable Adjustment Payment, (c) the European Trade Accounts Payable Adjustment Payment, (d) the Shared Accounts Payable Adjustment Payment, (e) the Accrued Payroll and Benefits Adjustment Payment and (f) the assumption of this Agreementthe Assumed Liabilities, including the on-site environmental and provided that Employee signs pension Liabilities assumed pursuant to Section 2.3. (b) The Initial Cash Consideration, the Supplemental Release of Claims attached hereto Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment, the Shared Accounts Payable Adjustment Payment and the Accrued Payroll and Benefits Adjustment Payment shall be paid as Exhibit B on or follows: (i) within five (5) days Business Days after the date hereof, in accordance with the deposit agreement (the form of which is attached as Exhibit A hereto, the Separation Date “Deposit Agreement”), the Purchaser will deliver to ▇▇▇▇▇ Fargo Bank, National Association, as deposit agent (the “Supplemental ReleaseDeposit Agent”), five hundred thousand dollars (U.S. $500,000) (such amount, together with the interest and does not revoke itincome thereon, the Company will provide Employee “Deposit Amount”), to be held in an interest-bearing account by the Deposit Agent and to be distributed in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as terms of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Deposit Agreement; (ii) at the date when Employee becomes eligible for substantially equivalent health insurance coverage Closing, the Purchaser shall pay, by wire transfer of immediately available funds in connection with new employment U.S. dollars, the Initial Cash Consideration, plus fifty percent (50%) of the aggregate amount of the Trade Accounts Payable Adjustment Payment and the Shared Accounts Payable Adjustment Payment, plus the Accrued Payroll and Benefits Adjustment Payment, plus any applicable Transfer Taxes imposed on, or self-employment; required to be remitted by, the Seller or any applicable Subsidiary or Subsidiaries as a result of the transactions contemplated hereby, less the Deposit Amount, to an account or accounts designated by the Seller, such designation to be made in writing at least three (3) Business Days prior to the Closing Date; (iii) on the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from Business Day following the Separation Date through 15th day following the earlier of (i)-(iii)Closing Date, the “COBRA Payment Period”). Notwithstanding Purchaser shall pay, by wire transfer of immediately available funds in U.S. dollars, an amount equal to fifty percent (50%) of the foregoing, if at any time European Trade Accounts Payable Adjustment Payment; and (iv) on the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionBusiness Day following the 30th day following the Closing Date, the Company Purchaser shall pay Employee on the last day pay, by wire transfer of each remaining month immediately available funds in U.S. dollars, an amount equal to fifty percent (50%) of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder aggregate amount of the COBRA Trade Accounts Payable Adjustment Payment, the European Trade Accounts Payable Adjustment Payment Periodand the Shared Accounts Payable Adjustment Payment.

Consideration. a. In consideration exchange for Employee timely signing and returning the Agreement to the Company (and allowing the releases contained herein to become effective), in each case following the Presentation Date, the release of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itclaims in Section 5 below, the Company will provide Employee with the following severance benefits: a Severance Payment. amounts and benefits (the “Release Consideration”): i. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary in effect as of the Separation Date plus a pro-rated annual bonus for 2023 paid at target in proportion to the gross amount percentage of $512,500.00the year in which Employee was employed by the Company, subject less applicable taxes, withholdings and deductions (the “Cash Severance Payment”), to standard payroll deductions which Employee is not otherwise entitled, pursuant to the applicable timing set forth in Section 2.3 of the Severance Plan. ii. If Employee is eligible for and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985COBRA, as amended (“COBRA”) for Employee and her covered dependents following upon Employee’s separation, submission to the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue of evidence of Employee’s and Employee’s covered dependents’ health insurance coverage that is , if applicable, enrollment in effect for Employee (and her covered dependents) as COBRA, the Company will pay a portion of the Separation Date. The Employee’s premiums for the Employee and the Employee’s dependents to continue group medical, vision and dental coverage under COBRA coverage benefit will be paid on a monthly basis directly to the insurer or COBRA administrator, as applicable, until the earliest of: (iA) the date that is twelve (12) months after following the Separation Date; , (iiB) the date when on which Employee becomes and Employee’s eligible for substantially equivalent dependents, if applicable, become covered by the group health insurance coverage in connection with new employment or self-employment; or plan of a subsequent employer and (iiiC) the date Employee ceases to be eligible expiration of Employee’s eligibility for COBRA continuation coverage for any reason, including plan termination under COBRA (such period from the Separation Date through the earlier earliest of clauses (i)-(iiiA), (B), and (C) the “COBRA Payment Period”). The amount of this portion will be the same portion of the premium cost as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date. The period of continued benefits under this paragraph shall run concurrently with (and shall count against) the Company’s obligation to provide continuation coverage pursuant to COBRA. Notwithstanding the foregoing, if at any time the Company determines determines, in its sole discretion, that its payment it cannot provide the COBRA premium benefits above without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthe Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Sectionthereof, the Company shall will pay Employee on the last day of each remaining month of the COBRA Payment Period, Period a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder monthly portion of the premium cost for group medical, vision and dental coverage as was borne by the Company under the level of coverage selected by Employee and in effect on the Separation Date, subject to applicable tax withholding (such amount, the “Special Severance Payment”), provided that any Special Severance Payments that otherwise would be payable prior to or on the Effective Date shall be paid in a single lump sum on the first regularly scheduled payroll date of the Company following the Effective Date, and any remaining Special Severance Payments will be paid in accordance with the schedule described above. Any Special Severance Payments will be made regardless of whether Employee elects COBRA Payment Periodcontinuation coverage. iii. If Employee signs this Agreement by July 7, 2023 and does not exercise any legal right to revoke it prior to July 15, 2023, each Company stock option granted to Employee that is outstanding as of the Separation Date (each, a “Stock Option”) shall continue to vest until the end of the Transition Period and shall continue to be exercisable until the earlier of June 30, 2024 and the original expiration date of the Stock Option, subject to the Company’s ability to terminate such Stock Option earlier in the event of a corporate transaction or a dissolution or liquidation of the Company to the extent permitted by the terms of the governing equity plan. Except as provided in the foregoing sentence, the terms of all Stock Options shall remain the same and the Stock Options shall continue to be governed in all respects by the governing equity plan documents and agreements. Employee should consult with Employee’s personal tax advisor regarding the implications of the above-described extension of the post-termination exercise period of any Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). iv. Notwithstanding any contrary provision in Employee’s offer letter dated September 12, 2022 (the “Offer Letter”), Employee shall not be required to repay the Sign-On Bonus Advance provided for in the Offer Letter. Employee understands, acknowledges, and agrees that these benefits exceed what Employee is otherwise entitled to receive upon Employee’s separation from employment with the Company, and are being given as consideration in exchange for executing this Agreement, including the general release contained herein.

Consideration. In consideration of Employee’s execution During the Term of this Agreement, for all Services rendered by Consultant hereunder and provided that Employee signs all covenants and conditions undertaken by the Supplemental Release Parties pursuant to this Agreement, the Company shall pay, and Consultant shall accept, as compensation: 2.1.1 A one-time payment of Claims attached hereto as Exhibit B on or $65,000, payable within five ten (510) days of the Separation Effective Date (the “Supplemental ReleaseInitial Payment”); 2.1.2 Consideration based on the number of Prescription Pills Sold, as follows, provided that no such consideration shall be due until the First Sale (defined below): (i) and does not revoke it, [***] for every Prescription Pill Sold (each as defined below) by the Company will provide Employee with throughout the following severance benefits: a Severance Payment. The Company will pay EmployeeTerritory for cash consideration, as severanceafter the First Sale, during the equivalent of twelve (12) months of Employee’s base salary as period from the Effective Date until the 1st anniversary of the Separation Effective Date in (the gross amount of $512,500.00“Year 1 Payments”), subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty if any; (30ii) days [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the Supplemental Release First Sale, during the period from the 1st anniversary of the Effective Date until the 2nd anniversary of the Effective Date (the “Year 2 Payments”), if any; (iii) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 2nd anniversary of the Effective Date until the 3rd anniversary of the Effective Date (the “Year 3 Payments”), if any; (iv) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 3rd anniversary of the Effective Date until the 4th anniversary of the Effective Date (the “Year 4 Payments”), if any; and (v) [***] for every Prescription Pill Sold by the Company throughout the Territory for cash consideration, after the First Sale, during the period from the 4th anniversary of the Effective Date until the 5th anniversary of the Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under if any (the Consolidated Omnibus Budget Reconciliation Action of 1985“Year 5 Payments”, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationthe Year 5 Payments, together with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s Year 1 Payments, Year 2 Payments, Year 3 Payments and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonYear 4 Payments, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)collectively, the “COBRA Payment PeriodSales Payments”, and the Sales Payments together with the Initial Payment, the “Consulting Fees”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In 5.1 Subject to adjustment in accordance with the other provisions of this Clause 5, the consideration for the sale and purchase of Employee’s execution the Assets as contemplated herein shall be the Purchase Price (apportioned as set forth in Schedule 4) which shall be paid in cash as set forth in this Clause 5. 5.2 Within seven days of the date hereof the Purchaser shall pay by wire transfer in immediately available funds the full amount of the Purchase Price into the Escrow Account. Interest on the monies standing to the credit from time to time of the Escrow Account (“Escrow Interest”) shall accrue for the benefit of the Purchaser, but the Purchaser agrees that such Escrow Interest shall be paid or disbursed in accordance with the provisions in the Escrow Agreement. 5.3 The fees of the Escrow Agent being US$3,000 shall be borne equally by the Seller and the Purchaser. 5.4 Within 45 days following the date hereof the Purchaser and the Seller shall verify and agree the allocation of the Purchase Price as set out in Schedule 4 as follows: 5.4.1 a Tool Price shall be determined for each Tool and all related Accessories, Manuals and Spare Parts; 5.4.2 a price (a “Non Specific Spare Part Price”) shall be determined for and allocated to each Spare Part which is not specific to any Tool (a “Non Specific Spare Part”); 5.4.3 the Tool Price for any Tool, and all related Accessories, Manuals and Spare Parts may be nil. The Non Specific Spare Part Price for any Non Specific Spare Part shall be nil; 5.4.4 the aggregate of all Tool Prices and Non Specific Spare Part Prices shall not exceed the Purchase Price. 5.5 Within 45 days of the date of this Agreement, and provided that Employee signs in order to identify the Supplemental Release Spare Parts to be transferred to the Purchaser, the Seller shall perform an audit of Claims attached hereto as Exhibit B on or within five (5) days its inventory of the Separation Date Spare Parts and amend, update or make any corrections to Schedule 5 as necessary and appropriate (the “Supplemental ReleaseInitial Spare Parts Inventory”) and does not revoke it, shall submit such Initial Spare Parts Inventory to the Company will provide Employee with the following severance benefits: a Severance PaymentPurchaser for review. Such Initial Spare Parts Inventory shall inter alia determine all Non Specific Spare Parts and all Non Specific Spare Parts Prices. The Company will pay EmployeeSeller shall review and maintain its record of inventory of Spare Parts on each Transfer Date or Spare Parts Transfer Date and update Schedule 5 as necessary and appropriate, to take into account all spare parts (including Non Specific Spare Parts) as severance, have been transferred to the equivalent Purchaser on any Transfer Date or Spare Parts Transfer Date and any Consumed Spare Parts. On the “Last Spare Parts Transfer Date” (being the date on which risk in and title to the last remaining Spare Parts on the Initial Spare Parts Inventory shall pass to the Purchaser and which shall be the later of twelve (12the last Transfer Date or the last Spare Parts Transfer Date) months the Seller shall perform a final audit of Employee’s base salary its inventory of Spare Parts and produce a final version of Schedule 5 containing the inventory of Spare Parts as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective such Last Spare Parts Transfer Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under which shall specify all the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Spare Parts (including all Non Specific Spare Parts) which were transferred to the Purchaser and all Consumed Spare Parts (the “COBRAFinal Spare Parts Inventory”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (submit such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Final Spare Parts Inventory to the COBRA premium Purchaser for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodreview.

Consideration. In consideration of Employee’s execution of this Agreement(a) On each Purchase Date, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B Purchaser shall purchase the Purchased Loans to be purchased on or within five (5) days of such date from the Separation Date Seller at a purchase price (the “Supplemental ReleasePurchase Price”) and does not revoke it, equal to the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as sum of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve (12) months after the Separation Date; with respect to Purchased Loans which are not Post-Bankruptcy Loans or Bankruptcy Loans, [****] (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfrespect to Purchased Loans which are Post-employment; or Bankruptcy Loans, [****] (iii) the date Employee ceases with respect to be eligible for COBRA continuation coverage for any reasonPurchased Loans which are Bankruptcy Loans, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)[****]. Notwithstanding the foregoing, if at the Initial Purchase Date for the Purchased Loans shall occur on a date after July 31, 2017 and the Purchaser has notified the Seller, or the Seller has notified the Purchaser, in writing that a change in market conditions has occurred that has caused the market price of the Loans to be materially different than the foregoing Purchase Price, the parties agree that they shall negotiate in good faith to determine an appropriate Purchase Price for any time Loans remaining to be purchased in light of then-current market conditions; provided, however, that (x) the Company determines Seller shall not be required to negotiate as set forth in this sentence during a Seller Review Period and (y) the Purchaser shall not be required to negotiate as set forth in this sentence during a Purchaser Review Period. The Purchaser shall pay the Estimated Purchase Price for each Purchased Loan not later than 2:00 p.m. (New York City time) by wire transfer of immediately available funds on the applicable Purchase Date to such account as the Seller shall direct in writing to the Purchaser prior to the applicable Purchase Date. The purchase and sale of the Purchased Loans shall be evidenced by the ▇▇▇▇ of Sale duly executed and delivered by the Seller in connection with each Purchase Date. [****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the U.S. Securities and Exchange Commission. (b) No later than five (5) Business Days after each Purchase Date, the Seller shall deliver to the Purchaser a calculation of the Purchase Price determined as of such Purchase Date (the “Final Purchase Price”) and a Post-Purchase Portfolio File with respect to the applicable Purchased Loans. The Purchaser shall have five (5) Business Days to review and comment on the Seller’s calculation of the Final Purchase Price. If during this five (5) Business Day period the Purchaser notifies the Seller that its payment of COBRA premiums the Purchaser disagrees with these calculations, the Seller and the Purchaser will meet to attempt to resolve any differences. If they are unable to agree on Employee’s behalf would result in a violation of applicable lawthe adjustments within the next thirty (30) days, then in lieu of paying COBRA premiums the Seller and the Purchaser will be free to pursue an additional review by jointly selecting an independent accounting firm to review the calculations and make a determination as to the Final Purchase Price. If the Purchaser and the Seller are unable to agree on an accounting firm, then they will apply to the American Arbitration Association to make the selection. The independent accounting firm selected pursuant to this SectionSection 2.02(b) is referred to herein as the “Arbitration Firm”. The Arbitration Firm will be instructed to complete its review within twenty (20) days and to calculate the Final Purchase Price in accordance with this Section 2.02. The decision of the Arbitration Firm will be final and binding on the Seller and the Purchaser. (c) If the Final Purchase Price is greater than the Estimated Purchase Price, then the Purchaser shall pay to the Seller the amount of such difference. If the Final Purchase Price is less than the Estimated Purchase Price, then the Seller shall pay to the Purchaser the amount of such difference. The payment of any amount pursuant to this Section 2.02(c) shall be made, together with interest thereon accrued from the applicable Purchase Date until the date of such payment at a rate per annum equal to the “prime rate” published in the Wall Street Journal, within thirty (30) days of the applicable Purchase Date (or, if the Purchaser has disputed the Seller’s calculation of the Final Purchase Price, the Company shall pay Employee date on which the Final Purchase Price has been determined pursuant to Section 2.02(b)), by wire transfer of immediately available funds in accordance with the instructions of the payee thereof. (d) Not later than the last day of each remaining month following the Initial Purchase Date, the Seller shall notify the Purchaser if any of the COBRA Payment Perioditems described in the AES Corrections File have been corrected. If such corrections result in a revised Principal Balance of any Purchased Loans, a fully taxable cash payment equal the parties will arrange for settlement of an adjustment to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, Purchase Price paid for the remainder affected Purchased Loans in a mutually acceptable manner based on such revised Principal Balances. Notwithstanding anything to the contrary herein, the parties agree that such adjusted Purchase Price, if in favor of the COBRA Payment PeriodPurchaser, shall not be subject to the Deductible Amount or the $[****] limit on indemnities described in Section 9.01. The Seller shall continue to work with AES and the Purchaser to complete the corrections until they have been satisfied.

Consideration. In Unless Executive revokes as described below, the Company shall provide the following consideration for this Agreement: (a) Initial severance pay. The Company shall pay Executive initial severance pay equal to eight (8) weeks of Employeecompensation at Executive’s base salary rate at the time of execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on less all lawful or within five required deductions (5) days of the Separation Date (the “Supplemental ReleaseInitial Severance Pay”) and does not revoke it, the Company will provide Employee with the following severance benefits: a ). Initial Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will Pay shall be paid in a single lump sum no later thirty (30) days on the next regularly scheduled payroll day after the Supplemental Release later of the expiration of the Revocation Period described below (the “Effective Date”) or the Termination Date. Executive agrees that the Initial Severance Pay is something of value and a benefit to which Executive is not otherwise entitled. The lump sum payment described in this Section 2(a) shall be treated as a separate payment from the additional severance payments described in Section 2(b) for purposes of Section 409A of the Internal Revenue Code of 1986, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985amended, as amended including any regulations and other guidance issued thereunder (“COBRASection 409A”), and particularly including the short-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4). (b) for Employee Severance pay subject to mitigation. To assist Executive in transitioning to new employment, and her covered dependents following Employee’s separationas a benefit to which Executive agrees he is not otherwise entitled, the Company shall pay to health insurance provider Executive additional severance pay as described in this Section 2(b). On the full monthly COBRA premiums necessary to continue EmployeeCompany’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as regular payroll dates, starting from the later of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Effective Date or the earliest of: Termination Date for twenty-two (i22) twelve bi-weekly pay periods (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Payment Period"), the Company will pay Executive ratably based on Executive’s annual base salary at the time of termination of $350,000, less all lawful or required deductions (“COBRA Payment PeriodSeverance Pay”). Notwithstanding This Severance Pay will be offset, as described herein, by any compensation for services earned during the foregoingPayment Period. Beginning on the Termination Date and continuing through the Payment Period, if at Executive agrees to use reasonable best efforts to seek other employment and to take other reasonable actions to mitigate the amounts payable under this Section 2(b). If Executive obtains other employment or earns compensation during the Payment Period, such earnings shall be offset against the Severance Pay described in this Section 2(b). Executive agrees to refund any time Severance Pay already provided, to the extent necessary to offset compensation earned during the Severance Period. This offset requirement does not apply to Initial Severance Pay under Section 2(a). For purposes of this Section 2(b), Executive agrees to promptly inform the Company determines that its payment regarding his employment status (and any changes thereto) and the amount of COBRA premiums on Employee’s behalf would result in a violation any compensation he earns during the Payment Period. Each of applicable law, then in lieu of paying COBRA premiums the individual severance payments made pursuant to this SectionSection 2(b) shall be treated as a separate payment, the Company shall pay Employee on the last day rather than as a part of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by lawsingle payment, for purposes of Section 409A, including the remainder of the COBRA Payment Periodshort-term deferral exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(4).

Consideration. In The Company shall pay you a total amount of FOUR MILLION EIGHT HUNDRED THIRTY EIGHT THOUSAND FOUR HUNDRED EIGHT DOLLARS ($4,838,408) with the exception of the COBRA payments identified in Paragraph 3(c), which shall be calculated prior to and paid on October 31, 2011. (a) The Company agrees to pay you a separation allowance payment in the total amount of THREE MILLION FIVE HUNDRED SEVENTY EIGHT THOUSAND FOUR HUNDRED EIGHT DOLLARS ($3,578,408), less state, federal, FICA and other applicable withholding and authorized deductions (the “Separation Allowance Payment”). Five percent (5%) of the total amount of the Separation Allowance Payment shall be consideration for the Release of Employee’s execution Age Discrimination Claims by you, set forth in Paragraph 12 of this Agreement, and provided that Employee signs ninety five percent (95%) of the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days total amount of the Separation Date Allowance Payment shall be for consideration for the General Release and Discharge by you as set forth in Paragraph 11 of this Agreement, and for your other promises in this Agreement. The Separation Allowance payment shall be made on the date, which is the later of the expiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 31, 2011. These payments are in lieu of any payments you might have otherwise received under the “Supplemental Release”) and does not revoke itNiSource Inc. 2010 Omnibus Incentive Plan. 1 You will be eligible to continue to participate in the Company’s plans concerning medical benefits, dental benefits, vision benefits, EAP, life insurance, the Company will provide Employee with the following severance benefits: a Severance PaymentCompany’s pension plan, 401(k) plans, Pension Restoration Plan, Savings Restoration Plan, Sick Pay Plan, Vacation Plan, Long Term Disability Plan, and NiSource Inc. Executive Deferred Compensation Plan. The Company will pay EmployeeFor purposes of each of these plans, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount your termination date will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective your Separation Date, and all payments under these plans will be based upon the terms and conditions of these plans. (b) In consideration for your agreement not to compete as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action set forth in Paragraph 10 of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationthis Agreement, the Company shall pay to health insurance provider you a payment in the full monthly COBRA premiums necessary total amount of ONE MILLION TWO HUNDRED SIXTY THOUSAND AND NO/100 DOLLARS ($1,260,000.00), (the “Non-Compete Payment”). The Non-Compete Payment shall be paid to continue Employee’s and Employee’s covered dependents’ health insurance coverage that you in two (2) installments. The first installment of ONE HUNDRED EIGHTY THOUSAND AND NO/100 DOLLARS ($180,000.00) shall be made on the date, which is in effect for Employee (and her covered dependents) as the later of the Separation Dateexpiration of the seven (7) day, right to revoke this agreement, as specified in Paragraph 12, or October 31, 2011. The COBRA coverage benefit second installment of ONE MILLION EIGHTY THOUSAND AND NO/100 DOLLARS ($1,080,000.00) shall be made on January 2, 2012. Unless agreed to in writing by the parties to this agreement prior to October 31, 2011, all applicable state, federal, FICA and other mandated tax withholdings will be paid on withheld from the Non-Compete Payments. Notwithstanding anything herein to the contrary, in the event of a monthly basis until breach by you of any of the earliest ofprovisions contained in Paragraph 10 of this Agreement, and such breach is not otherwise cured within five (5) business days following your receipt of written notice of the breach from the Company, you shall immediately: (i) twelve (12) months after be obligated to repay any portion of the Separation DateNon-Compete Payment received by you; and (ii) shall forfeit the date when Employee becomes eligible for substantially right to receive any and all remaining installments of the Non-Compete Payment. (c) In addition, on October 31, 2011, you will receive a lump sum payment equivalent health insurance coverage to 130% of 104 weeks of COBRA (as described in connection with new employment or self-employment; or (iiiParagraph 5) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionany continued medical, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Perioddental, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes vision and other withholdings required welfare benefits offered by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration for the Optionor granting the Option to the Optionee, the Optionee shall make the following non-cumulative payments by way of Employee’s execution cash as follows: (a) $10,000 upon the signing of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B ; (b) $20,000 payable on or within before the first Anniversary Date of this Agreement; (c) $30,000 payable on or before the second Anniversary Date of this Agreement; (d) $40,000 payable on or before the third Anniversary Date of this Agreement; and (e) $150,000 payable on or before the fourth Anniversary Date of this Agreement. (f) If the Optionee and the Optionor agree in writing, up to twenty-five (525%) days percent of the Separation Date payments to be made under Section 4 (a) - (e) above may be paid to the Optionor by the issuance of common shares in the capital of the Optionee (the “Supplemental Release”"Option Shares") and does not revoke itto the Optionor in lieu of such payments. For the purposes of this paragraph, the Company Option Shares shall be deemed to have a value per share equal to the fifteen day average price of Option Shares at the end of trading for the fifteen trading days immediately prior to the date that the Optionee advises the Optionor that it will provide Employee make the payment with Option Shares. The Optionee shall take all necessary corporate action to issue the Option Shares to the Optionor and to record the Option Shares on the books of the Optionee in the name of the Optionor. The issuance of the Option Shares to the Optionor hereunder shall be subject to compliance with applicable securities laws and the Optionee shall take all steps required to comply with applicabl securities laws in connection with the following severance benefits: a Severance Paymentissuance of such Option Shares. The Company will pay EmployeeOptionee shall provide such documents, certificates, opinions of its counsel and other information as severance, may reasonably be requested by the equivalent of twelve (12) months of Employee’s base salary Optionor to satisfy itself as to the compliance of the Separation Date in issuance of the gross amount Option Shares with the terms of $512,500.00, this Agreement and with applicable securities law. (g) All Option Shares issued or to be issued by the Optionee to the Optionor under and pursuant to this Agreement shall be subject to standard payroll deductions all applicable hold periods required by applicable securities laws and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation DateTSX Venture Exchange. The COBRA coverage benefit will issuance of any Option Shares shall be paid on a monthly basis until the earliest of: conditional upon (i) twelve (12) months after the Separation DateOptionee obtaining all regulatory and third party consents or approvals being received, including those of the TSX Venture Exchange and applicable securities regulatory bodies; and (ii) the date when Employee becomes eligible existence of an exemption from prospectus and registration requirements under applicable securities laws for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases issuance of the Option Shares to be eligible for COBRA continuation coverage for any reason, including plan termination (the Optionor. In the event that the Optionee is unable to obtain such period from the Separation Date through the earlier consents within six months of (i)-(iii)application therefore, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its Optionee's obligation to make payments shall be payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodonly.

Consideration. In consideration of Employee’s execution (a) Upon the terms and subject to the conditions of this Agreement, in consideration of the Transferred Shares, the Buyer shall: (i) at the Closing, pay to each Seller, as consideration for the Transferred Class A Shares and provided that Employee signs the Supplemental Release of Claims attached hereto as Transferred Class B Shares, if any, transferred by such Seller to the Buyer hereunder, pursuant to the wire instructions set forth in the Funds Flow Memorandum, a payment in the amount set forth opposite such Seller’s name in the columns “Closing Cash Consideration for Transferred Class A Shares” and “Closing Cash Consideration for Transferred Class B Shares” in Exhibit B by wire transfer of immediately available funds in United States dollars (such consideration in the aggregate, the “Closing Cash Consideration”); and (ii) no later than on or within the day that is six (6) months following the Closing Date (the “Deferred Cash Consideration Payment Date”), pay to each Seller, as consideration for the Transferred Class A Shares and the Transferred Class B Shares, if any, transferred by such Seller to the Buyer hereunder, pursuant to the wire instructions set forth in the Funds Flow Memorandum, as may be updated by the Sellers upon written notice to Buyer at least five (5) days Business Days before the Deferred Cash Consideration Payment Date, a payment in the amount set forth opposite such Seller’s name in the columns “Deferred Cash Consideration for Transferred Class A Shares” and “Deferred Cash Consideration for Transferred Class B Shares” in Exhibit B by wire transfer of immediately available funds in United States dollars (such consideration in the aggregate, the “Deferred Cash Consideration” and, together with the Closing Cash Consideration, the “Total Consideration”). (b) Notwithstanding anything to the contrary herein, the Buyer shall have the right to withhold and deduct any sum that is owed by the Sellers to the Buyer or any of the Separation Date (other Buyer Indemnitees pursuant to Section 8.2 from the “Supplemental Release”) and does not revoke itDeferred Cash Consideration that would be otherwise payable hereunder; provided, the Company will provide Employee however, that any such off-set right shall only arise with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject respect to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided Losses that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Sellers agree in writing are due and payable by them pursuant to Section 8.2 or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment are determined to be due and owing by a final, non-appealable order of a court or self-employment; arbitrator of competent jurisdiction (each such amount under (i) or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiii), the “COBRA Payment PeriodSet-Off Amount”). Notwithstanding The Buyer shall have the foregoingright, if at any time exercisable by delivery of written notice to the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable lawSellers, then in lieu of paying COBRA premiums to set off against the Deferred Cash Consideration by the Buyer pursuant to this SectionSection 2.3(b), on a dollar-for-dollar basis, the Company Set-Off Amount. Subject to the right of set-off set forth in this Section 2.3(b), the aggregate amount of consideration payable by the Buyer to the Sellers hereunder for the Transferred Shares shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment be equal to the COBRA premium for Total Consideration. (c) The Total Consideration and any other payment made by the Buyer under this Agreement will be paid free and clear of, and without deduction or withholding for, any Taxes, unless such monthdeduction or withholding is required under applicable Law; provided that, less if the Buyer is required under applicable federalKazakhstani Law to deduct or withhold Kazakhstani withholding Taxes from any such payment, state and local payroll taxes and other withholdings required then the sum payable by lawthe Buyer shall be increased as necessary so that after such deduction or withholding has been made, for the remainder of applicable recipient receives an amount equal to the COBRA Payment Periodsum it would have received had no such deduction or withholding been made.

Consideration. In consideration satisfaction of Employee’s execution any and all monetary obligations of this HALIS to Fisher under the ▇▇▇▇▇▇ment Agreement, HALIS agrees, and Fisher accepts, t▇▇ ▇▇▇lowing: a) Except as provided that Employee signs the Supplemental Release in subsections (b) and (c) below, in lieu of Claims attached hereto any compensation, as Exhibit B on or within five (5) days provided for in section 4 of the Separation Date (Employment Agreement, including base salary, incentive compensation and any accrued but unpaid vacation, that may otherwise be due and owing as of, or would have become due and owing after, the “Supplemental Release”) and does not revoke itEffective Date, the Company will provide Employee agrees to pay Fisher $25,000 an▇ ▇▇▇▇e to Fisher 300,000 fu▇▇▇ ▇▇sted non-statutory stock options with the following severance benefits: a Severance Payment. The Company will pay Employeean exercise price of $0.1315 per share, as severanceexercisable by Fisher on or befo▇▇ ▇▇▇uary 31, the equivalent of twelve (122006. b) months of Employee’s base salary Fisher and HALIS ▇▇▇▇▇▇ledge and agree that as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided HALIS owes Fisher $109,662.0▇ ▇▇▇▇r the Employment Agreement with regard to HALIS' fiscal year ended on the Effective Date, and that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action HALIS shall satisfy this obligation by making monthly payments of 1985$5,000 each, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: amount is fully paid, commencing with the first payment being due to Fisher by Februar▇ ▇▇, 1999 (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”"Deferred Payments"). Notwithstanding the foregoing, if at HALIS shall only pay the Deferred Payments to the extent HALIS, in its reasonable determination, has available cash. Any Deferred Payments not made during a required month will nonetheless continue to be due and owing with no interest or penalty of any time kind or nature accruing thereon. c) HALIS shall continue to pay through the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month original term of the COBRA Payment PeriodEmployment Agreement, a fully taxable cash payment equal on behalf of Fisher, any medic▇▇ ▇▇ dental premiums or other obligations related to the COBRA premium medical or dental plans of HALIS to extent that Fisher is partici▇▇▇▇▇▇ in such plans as of the Effective Date. HALIS shall further reimburse Fisher for any r▇▇▇▇▇▇ble business expenses incurred by Fisher on behalf ▇▇ ▇▇▇IS that may not have previously been reimbursed, and for an automobile allowance, including cost of insurance, through the original term of the Employment Agreement, to the extent HALIS has been obligated to pay or reimburse Fisher those amou▇▇▇ ▇▇ of the Effective Date. In order to receive any reimbursement hereunder, Fisher shall supp▇▇ ▇ ▇ompleted expense reimbursement request, along with any supporting documentation thereof, in such month, less applicable federal, state and local payroll taxes and other withholdings form as may be reasonably required by law, for the remainder of the COBRA Payment PeriodHALIS.

Consideration. In consideration for Employee’s release of claims in Section 4 below, Employee’s release of claims in Section 3 of the Reaffirmation attached hereto as Exhibit “A” (the “Reaffirmation”), the other promises made by Employee herein, and in full satisfaction of all final payments due Employee from the Company (including, but not limited to severance pay, benefits, bonuses or other remuneration in whatever form), and provided that (i) both this Agreement and the Reaffirmation are timely signed by Employee, returned to the Company and not revoked as set forth in Section 30 of this Agreement and Section 7 of the Reaffirmation, and (iii) all Company property is returned by Employee to Company as set forth in Section 9 of this Agreement, then the Company shall pay Employee the severance set forth in the Employment Agreement between the Company and Employee (the “Employment Agreement”) (the “Payment”), which will be paid by Company to Employee in equal bi-weekly installments over the course of the Company’s regular bi-weekly paydays, beginning with the Company’s first regular payday following the expiration of the revocation period set forth in Section 30 below and Section 7 of the Reaffirmation. Employee understands that the Payment is subject to applicable payroll withholding deductions. No deductions will be made from the Payment for medical, dental, or life insurance premiums, flexible spending or 401K deductions. Employee acknowledges that payment of any amounts to, or on behalf of, Employee under this Agreement does not, in any way, extend the period of employment or continuous service beyond the last day of employment or confer any other rights or benefits other than what may be set forth expressly herein. Employee agrees that: (a) the Payment constitutes good and valuable consideration for Employee’s execution of this Agreement, and provided that Employee signs ; (b) the Supplemental Release of Claims attached hereto as Exhibit B on Payment exceeds anything due from the Company or within five (5) days any of the Separation Date other Releasees (the “Supplemental Release”defined in Section 4 below) and does not revoke it, the Company will provide to Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after through the Separation Date; and (iic) the date when apart from Employee’s final paycheck, Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment has no further entitlement to or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage claim for any reasonother severance pay, including plan termination (such period wages, bonuses, commissions, benefits, vacation, damages, attorneys’ fees or costs or any other sum of money from the Separation Date through Company or any of the earlier of Releasees (i)-(iii)defined in Section 4 below) for any reason whatsoever, the “COBRA Payment Period”). Notwithstanding the foregoingincluding, without limitation, pursuant to an offer letter, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodany.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will OHM hereby agrees to provide Employee Executive with the following severance benefits: : (a) Except as set forth in Paragraph 4, Executive shall remain an OHM employee for a Severance Payment. The Company will pay Employeeperiod of five years from September 1, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions 1996 and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiii) August 31, 2001, or (ii) the termination of the Agreement pursuant to Paragraph 4 of this Agreement (the "Employment Period"); and shall be paid an initial annual salary of $250,000; such annual salary amount shall decrease by $25,000 during each of the next four successive years, in each case less all applicable income and other withholdings; (b) Continued life insurance, disability and accidental death and dismemberment benefits in the amounts and type provided to other senior executives of OHM through the Employment Period; (c) Continued health care insurance coverage in the amounts and type provided to other senior executives of OHM through the Employment Period; (d) All options granted to Executive prior to the date hereof under the OHM 1986 Stock Option Plan (the "Plan") shall be and remain fully exercisable through the Employment Period (to the extent such options are exercisable and become vested during the Employment Period pursuant to the terms of the agreements evidencing such options). Executive shall not be entitled to additional stock option grants during the Employment Period; and (e) Benefits and perquisites, in the amounts and type provided as of the date hereof to the Executive. In the event of any Change in Control (as defined below) of OHM, the “COBRA Payment Period”)Executive's employment shall terminate and all amounts due and payable pursuant to paragraph 3(a) for the remaining unfulfilled term of the Employment Period shall be payable in full and the Executive shall be reimbursed for the cost of continuing health insurance coverage during the 18 month period following the termination of his employment. Notwithstanding This Agreement shall not limit any other benefit which may be payable to the foregoingExecutive in the event of a Change in Control of OHM pursuant to any other retirement, benefit or other compensation plan in which the Executive participates. A "Change in Control" shall have occurred if at any time during the Company determines that Employment Period any of the following events shall occur: (i) OHM is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the shareholders of OHM immediately prior to such transactions; (ii) OHM sells all or substantially all of its payment assets to any other corporation or other legal person, and less than a majority of COBRA premiums the combined voting power of the then-outstanding securities of which are held in the aggregate by the shareholders of OHM immediately prior to such sale; 3 (iii) There is a report filed on Employee’s behalf would result in a violation of applicable lawSchedule 13D or Schedule 14D-1 (or any successor schedule, then in lieu of paying COBRA premiums form or report), each as promulgated pursuant to this Sectionthe Securities Exchange Act of 1934, as amended (the Company shall pay Employee on "Exchange Act"), disclosing that any person (as the last day of each remaining month term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the COBRA Payment Period, a fully taxable cash payment equal to Exchange Act) has become the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for beneficial owner (as the remainder term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 25% or more of the COBRA Payment Period.combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of OHM;

Consideration. In As a material inducement to and in consideration for Employee entering into this Release, and subject to the terms and conditions of this Release, the Severance Plan and the Participation Agreement, the Company agrees as follows: a. As a substitute for the cash severance benefit set forth in Section 2(a)(1) of the Participation Agreement, Employee shall continue to receive her current base salary for a period of 18 months, commencing on the first payroll period following the effective date of this Release, subject to the terms and provisions (including the form of and conditions required for full payment) of the Participation Agreement and the Severance Plan. b. Provided Employee is eligible for, and timely elects, COBRA continuation coverage, the Company will pay the full amount of COBRA premiums as set forth in Section 2(a)(3) of the Participation Agreement for a period of up to 15 total months, subject to the terms of the Participation Agreement and the Plan. c. Employee shall become vested in the stock options and equity compensation awards to the extent shown on Exhibit A under the column entitled “Shares Accelerated Pursuant to Severance Plan & Participation Agreement”, pursuant to the terms of Section 2(a)(2) of the Participation Agreement. Following the Separation Date and taking into account the vesting acceleration described in the foregoing sentence, Employee shall be vested in Employee’s execution stock 198183625 v3 options and equity awards to the extent shown on Exhibit A under the column entitled “Total Vested Shares as of this AgreementSeparation Date”, and provided that Employee signs shall cease to vest in any further stock options and equity compensation awards and all stock options and equity awards (whether vested or unvested) will terminate pursuant to their terms. Notwithstanding the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of foregoing, effective immediately prior to the Separation Date, the post-termination exercise period during which Employee may exercise Employee’s vested stock options following the Separation Date (which, under the “Supplemental Release”terms of such options, is three months following the Separation Date) shall be extended to May 5, 2020, subject to earlier termination in the event of a change in control or corporate transaction as set forth in the terms of the equity incentive plan under which the equity awards were granted. Employee understands and does not revoke itagrees that, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months respect to any of Employee’s base salary options that qualify as of immediately prior to the Separation Date in as “incentive stock options” under Section 422 of the gross amount Internal Revenue Code of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 19851986, as amended (“COBRAISOs”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment amendment of COBRA premiums on Employee’s behalf would result stock options to extend the post-termination exercise period will immediately disqualify the “ISO” status of such ISOs that are “in a violation the money” (i.e., have an exercise price per share less than the value of applicable lawthe Company’s common stock) and, then with respect to any such ISOs that are not in lieu the money, will re-start the ISO holding period for such ISOs. By executing this Release, Employee consents to the amendment of paying COBRA premiums pursuant her ISOs to extend the post-termination exercise period and accelerate the ISOs to the extent described in Exhibit A and Employee expressly acknowledges that Employee has consulted with her tax advisors regarding these tax implications or has knowingly and voluntarily declined to do so. Except to the extent provided in this SectionSection 2(c), the Company shall pay Employee on Employee’s stock options will continue to be subject to the last day of each remaining month terms and conditions of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state equity plans and local payroll taxes stock option grant notices and other withholdings required by law, agreements under which they were granted. d. Employee acknowledges that she is not eligible for the remainder severance benefits described in this Section 2 in the absence of the COBRA Payment Periodher execution and non-revocation of this Release.

Consideration. In Provided that Employee does not revoke this Separation Agreement prior to the Effective Date (as defined in Section 7(h)(v) below), the Company agrees to pay Employee as new consideration to which Employee is not otherwise entitled severance pay and other benefits, including accelerated vesting and an extension of the exercise period on Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date outstanding options (the “Supplemental ReleaseSeverance Benefits”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment). The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Severance Benefits consist of the Separation Date in following: (a) the gross amount of fifty thousand and no/100 dollars ($512,500.0050,000.00), subject to standard appropriate tax and other applicable withholding, to be paid within ninety (90) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance This amount will be reported to the Internal Revenue Service (“IRS”) and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (b) the gross amount of two hundred thirty-five thousand and no/100 dollars ($235,000.00), subject to appropriate tax and other applicable withholding, to be paid in twenty-six (26) equal amounts of nine thousand thirty-eight and 46/100 dollars ($9,038.46) in accordance with the Company’s normal payroll deductions and withholdingsprocedures, beginning with the first Company payroll period following the Effective Date of this Separation Agreement. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms; (c) All of Employee's options that are unvested as of the Effective Date shall accelerate and become fully vested as of the Effective Date and the right to exercise the vested options shall be extended through the date six (6) months following the Termination Date on all of Employee’s outstanding options that were granted prior to the Termination Date; (d) There is a good faith dispute between Employee and the Company as to how much, if any, additional accrued vacation pay remains owed to Employee. Company will pay Employee the gross amount of ten thousand and no/100 dollars ($10,00.00), subject to appropriate tax and other applicable withholding, to be paid within twenty (20) days following the Effective Date of this Separation Agreement by a wire transfer to an account designated by Employee to the Company in advance. This amount will be reported to the IRS and other appropriate taxing authorities on Form W-2 (or other appropriate forms); (e) It is the intent of the parties that the benefits provided under this Separation Agreement and the Consulting Agreement, including all severance payments and all other cash, equity, and other benefits, shall not be deferred compensation arrangements under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or comply with the requirements of Sections 409A. The parties agree to take all reasonably necessary steps to have such benefits not be deferred compensation arrangements under Section 409A. . With respect to the time period within which Employee may exercise any outstanding stock options to acquire Company common stock, the parties agree to avoid the imposition of Section 409A as follows: (1) with respect to options that have been issued to Executive prior to Employees Termination Date to acquire Company common stock, Employee shall exercise such options, if at all, by the earlier of (i) the end of its original maximum contractual term, or (ii) six (6) months from the Termination Date. For purposes of Section 409A, each payment made under this Separation Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Notwithstanding the provisions of Section 1(d) and the foregoing provisions of this Section, if Employee is a “specified employee,” within the meaning of Section 409A, as of the Termination Date, then any benefits payable to Employee under Section 1 that may be considered deferred compensation under Section 409A and would otherwise be payable to Employee within six (6) months following Employee’s Termination Date shall instead be paid to Employee in a single lump sum no later thirty on the date that is six (306) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended months and one (“COBRA”1) for Employee and her covered dependents day following Employee’s separationTermination Date. Notwithstanding anything to the contrary herein, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code (x) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year, (y) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred and (z) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. (f) In reference to all amounts and transactions under this Separation Agreement, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage issue and/or file documents that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time are legally required and/or the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, good faith believes may be required by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes IRS and other withholdings appropriate taxing authorities. These actions may include, but are not limited to, issuing Employee appropriate Forms W-2 and/or 1099, or other documentation required by federal and state law, for the remainder of the COBRA Payment Period.

Consideration. (a) In addition to the Garden Leave described in Paragraph 1, in consideration of Employee’s execution for and subject to Employee (1) timely signing this Agreement, (2) not revoking this Agreement, (3) complying with the terms of this Agreement, and provided that Employee signs (4) timely signing the Supplemental Release of Claims Reaffirmation Agreement attached hereto as Exhibit B on or A within forty five (45) days following the Separation Date, (5) days not revoking such Reaffirmation Agreement, and (6) complying with terms of the Separation Date such Reaffirmation Agreement (the “Supplemental Release”foregoing covenants 2(a)(1), 2(a)(2), 2(a)(3), 2(a)(4), 2(a)(5) and does not revoke it2(a)(6) are referred to throughout this Agreement collectively as, the “Employee Covenants”), Company will provide Employee with the following severance benefits: a Severance Payment. compensation and benefits to the Employee: i. The Company will shall pay Employee, as severance, Employee the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00324,408 (inclusive of auto allowance), subject to standard payroll deductions and withholdingsless applicable withholdings (“Separation Pay”). This amount will The Separation Pay shall be paid in a single lump sum no later thirty the following manner: standard monthly payments of $27,034 (30) days inclusive of auto allowance), less applicable withholding and standard benefit deductions, in accordance with the Company’s regular payroll practices during the Garden Leave, commencing the next payroll date after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee Transition Date and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of continuing through the Separation Date. The COBRA coverage benefit balance of the Separation Pay will be paid in ten (10) equal monthly installments of $27,034 each, less applicable withholding, commencing on a monthly basis or about January 31, 2020 and ending on or about October 31, 2020. ii. During the Garden Leave until the earliest of: (i) twelve (12) months after the Separation Date; , and except as described herein, Employee shall be eligible to participate in or receive benefits under any employee benefit plan generally made available by the Company to employees in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans. iii. Commencing upon the Separation Date and continuing through October 31, 2020, the Company will pay the premiums for medical coverage elected by Employee under COBRA, subject to and provided that the Employee elects such COBRA coverage within sixty (ii60) days following the date when Separation Date. iv. Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to shall be eligible for COBRA continuation coverage an annual cash incentive award for any reasonthe 2019 performance year under the Kaman Corporation Annual Cash Incentive Plan, including plan termination payable at the time and upon such terms that annual cash incentive awards are paid to other senior executives. v. Employee shall be eligible for participation in the Company’s Deferred Compensation Plan for the entire 2019 calendar year. vi. Employee shall be eligible for 2017 - 2019 Long Term Incentive Awards for the full 2019 calendar year upon approval of the Company’s Board of Directors at its meeting scheduled for June 2020 and shall receive his pro-rated share of Long Term Incentive Awards for that portion of the following Long Term Incentive Award performance periods during which he was actively employed: performance period 2018 through 2020, and performance period 2019 through 2021. (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on b) As further consideration for and subject to Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionfull compliance with the Employee Covenants, the Company shall pay Employee on request the last day Kaman Board of each remaining month Directors to vest upon the Separation Date all of the COBRA Payment Period, a fully taxable cash payment equal Employee’s then unvested restricted stock awards and unvested non-statutory stock options. Such request will be made to the COBRA premium Company’s Board of Directors at its meeting scheduled for such monthNovember 2019 with respect to all unvested equity awards existing at that time. (c) Employee and the Company agree that Employee shall not be eligible to receive an annual cash incentive award under the Kaman Corporation Annual Cash Incentive Plan for the year 2020. (d) Employee shall be solely responsible for, less applicable and is legally bound to make payment of, any taxes determined to be due and owing (including penalties and interest related thereto) by him to any federal, state, local or regional taxing authority as a result of any consideration that Employee receives under this Agreement. Employee and the Company agree that the Company shall withhold federal, state and local payroll municipal taxes and other withholdings from payments made to Employee under this Agreement, as required by applicable law. (e) In the event that Employee dies prior to the Separation Date, the consideration provided for the remainder of the COBRA Payment Periodin this Paragraph 2 and its subparagraphs shall become due and payable to Employee’s estate.

Consideration. In ▇. ▇▇ consideration for signing this Release and the consideration set forth in the Letter Agreement (the terms and conditions of Employee’s execution of which are incorporated as if fully set out herein), and only so long as the Employee remains fully in compliance with the promises, terms and conditions made in this Release and the Letter Agreement, the Parties have agreed to the terms and provided that conditions as set forth herein. b. The Employee shall not be entitled to any equity grants, including but not limited to, grants of non-qualified stock options, performance stock options, performance shares or restricted stock units (collectively “Equity Awards”), following the date the Employee signs the Supplemental Release of Claims attached hereto this Release. All Equity Awards outstanding as Exhibit B on or within five (5) days of the Separation Date date the Employee signs this Release (i) shall continue to vest in accordance with their terms through the Departure Date, and (ii) shall continue to be governed by the terms of the Frontdoor, Inc. 2018 Omnibus Incentive Plan (the “Supplemental Release2018 Plan”) and does not revoke itsuch agreements executed thereunder including without limitation, any restrictive covenants contained therein and applicable to such Equity Awards. For purposes of clarity, with respect to his Equity Awards, the Employee shall be treated as if the Employee was terminated without Cause (as so defined under the 2018 Plan and the agreements thereunder) as of the Departure Date. Except as otherwise provided in the 2018 Plan or any Equity Award agreement with the Company executed thereunder, any unvested portion of the Equity Awards as of the Departure Date shall be cancelled without payment therefor upon the Departure Date. ▇. ▇▇▇▇▇▇▇▇▇▇ of whether the Employee chooses to enter into this Release, subject to the Company’s standard reimbursement policy and manager’s approval, the Company will provide agrees to reimburse Employee for all outstanding expenses that the Employee incurred in the normal course of performing the Employee’s duties for the Company prior to the Employee’s termination of employment with the following severance benefits: a Severance PaymentCompany. The Company will pay Employeealso pay, as severancein accordance with the Company’s standard paid time off (“PTO”) policy, the equivalent of twelve (12) months of Employee’s base salary accrued-but-unused PTO regardless of whether the Employee signs this Release. d. Except as of the Separation Date provided in the gross amount of $512,500.00Letter Agreement, subject all benefits shall cease upon the Departure Date except that, in respect to standard payroll deductions and withholdings. This amount the health insurance plan, the Employee will be paid allowed to continue participation in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Company’s health insurance plan in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”) for regardless of whether the Employee and her covered dependents following enters into this Release. Information regarding the Employee’s separationCOBRA rights will be sent under separate cover. Except as specified herein, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit benefits will be paid on a monthly basis until governed by the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment applicable plan and grant or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodaward terms.

Consideration. In consideration of Employee’s execution accordance with the terms of this Agreement, and provided that Employee signs I sign and do not revoke this Agreement within the Supplemental Release deadlines set forth herein, I will be entitled to receipt of Claims attached hereto a cash payment of $15,833.33 (the “Cash Severance”), paid on the Company’s regular payroll schedule after the Company receives the executed release and the revocation period provided for below has expired and subject to applicable deductions. In addition, as Exhibit B of the Separation Date, I agree to enter into a Consulting Agreement with the Company, in a form mutually acceptable to me and the Company, pursuant to which I will provide transitional consulting services to the Company (the “Consulting Agreement”). In addition, I agree and acknowledge that, as of the Separation Date, I hold the following options to purchase common stock of the Company (the “Stock Options”): In accordance with the terms of my applicable stock option agreements issued to me, all unvested Stock Options would be forfeited on or within five the Separation Date, absent the execution and effectiveness of this Agreement and entry into, and performance in accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my unvested Stock Options shall continue to vest and be exercisable in accordance with their terms, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my unvested Stock Options shall fully vest, and all of my Stock Options will be exercisable for a period of three (53) days of years following the Separation Date (the “Supplemental ReleaseOption Vesting Acceleration and Extended Exercise”) ). In addition, in accordance with the stock purchase agreements entered into between me and does not revoke it, the Company will provide Employee with governing the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent vesting terms of twelve (12) months my 20,000 shares of Employee’s base salary as restricted common stock of the Separation Date in the gross amount of $512,500.00Company currently vesting on April 7, 2019, subject to standard payroll deductions the terms and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after conditions of the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Consulting Agreement (“COBRAUnvested Stock”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of all Unvested Stock would be forfeited on the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until , absent the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage execution and effectiveness of this Agreement and entry into, and performance in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)accordance with, the Consulting Agreement. I agree and acknowledge that, during the term of my Consulting Agreement, my Unvested Stock shall continue to vest in accordance with the terms of the applicable stock purchase agreement, and that, in accordance with the terms of my Consulting Agreement, effective immediately upon the Termination Date under the Consulting Agreement, provided such Consulting Agreement was not terminated by the Company prior to the end of the stated term due to my breach thereof, all of my Unvested Stock shall fully vest (the “COBRA Payment PeriodStock Vesting”). Notwithstanding the foregoingI acknowledge and agree that I have no other options, if at any time unvested stock or other rights to purchase stock in the Company determines that its payment other than the rights to purchase shares subject to the Stock Options and the Unvested Stock detailed above. In addition, subject to the effectiveness of COBRA premiums on Employee’s behalf would result in a violation this Agreement, I shall be entitled to retain ownership and possession of applicable lawone (1) Lenovo Thinkpad laptop issued to me by the Company (the “Laptop Benefit”). The Cash Severance, then in lieu of paying COBRA premiums pursuant to this Sectionentry into the Consulting Agreement, the potential Option Vesting Acceleration and Extended Exercise, the potential Stock Vesting, and the Laptop Benefit shall collectively be referred to as the “Severance Benefits.” I agree that the Severance Benefits are something of value and that I am not already entitled to these additional benefits and compensation. I understand and agree that the Severance Benefits to be paid under this Agreement are due solely from the Company shall and that Insperity PEO Services, L.P. (“Insperity”) has no obligation to pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash Severance Benefits even though payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodmay be processed through Insperity.

Consideration. 3.1 In full and complete consideration for the Services rendered by PDF to SONY (including the delivery of Employee’s execution the Deliverables), SONY shall pay to PDF an aggregate amount equal to ***************************************** in total (hereinafter referred to as the "SERVICE FEE"). Such Service Fee shall be payable by SONY to PDF in ******* installments as follows: 3.1.1 Upon acceptance of this Agreementeach Characterization Vehicle Deliverable, and provided that Employee signs SONY shall pay the Supplemental Release amount of Claims attached hereto ************************************************ *************** as Exhibit B on or the "Characterization Vehicle Deliverables Fee"; and 3.1.2 Upon acceptance of each Yield Ramp Status Report Deliverable, SONY shall pay the amount of ************************************************ *************** as the "Yield Ramp Status Report Deliverables Fee". 3.2 Upon SONY's acceptance of each of the Deliverables pursuant to Section 2.5, PDF shall issue to SONY an invoice for the payment in United States Dollars of the applicable installment of the Service Fee payable by SONY to PDF under Section 3.1 above. SONY shall make payment of such installment in United States Dollars by making a telegraphic transfer remittance to the bank account of PDF within five thirty (530) days following the date of receipt of the Separation Date (invoice by SONY from PDF. 3.3 In addition to the “Supplemental Release”) Service Fee payable under Section 3.1 above, SONY shall pay to PDF travel and does not revoke itother reasonable out of pocket expenses actually incurred by PDF in rendering the Services, including the Company will provide Employee with economy class air fares, domestic travel expenses in the following severance benefits: a Severance PaymentU.S.A. and Japan, hotel accommodation expenses and meal expenses for the employees and consultants of PDF engaged in the Services; provided, however, that in no event shall the expenses to be paid by SONY to PDF hereunder exceed ******************* *************************************************. The Company will pay Employee, costs and expenses reimbursable under this Section 3.3 are referred to as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later "EXPENSES." CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 3.4 Within thirty (30) days after close of each calendar month, PDF shall issue an invoice for the Supplemental Release Effective Datepayment in United States Dollars of the Expenses payable by SONY to PDF under Section 3.3 above together with a detailed listing of such Expenses. SONY shall make payment of such Expenses in United States Dollars by making a telegraphic transfer remittance to the bank account of PDF within thirty (30) days following the date of receipt of the invoice by SONY from PDF. SONY shall have the right at SONY's expense to have such Expenses audited by independent accountants of recognized standing. 3.5 All amounts which SONY does not pay on a timely basis as required by this Agreement shall be subject to a late charge equal to ***************** (or, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationif less, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”maximum allowed by applicable law). Notwithstanding In the foregoingevent that any payment due hereunder is overdue, if at any time PDF reserves the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant right to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for suspend performance until such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddelinquency is corrected.

Consideration. In consideration of Employee’s execution If you choose to sign and return this Agreement within the required time period and abide by the other terms of this Agreement, the Company agrees to provide you with the following: (a) if you timely elect COBRA, the Company will waive your COBRA premiums until the earlier of (i) March 31, 2027, or (ii) the date that you become covered under a group health plan of another employer. You agree to promptly notify the Company if you become covered by a group health plan of another employer; (b) you will receive a payment equal to your prorated 2026 bonus at 100% target payable on the next regular paydate after the Separation Date; (c) You acknowledge and provided agree that Employee signs Exhibit A hereto sets forth a complete list of all outstanding stock options that have been granted to you by the Supplemental Release of Claims attached hereto Company (the “Options”). With respect to the Options, the Company agrees as Exhibit B on or within five follows: (5i) days To the extent such Options have vested as of the Separation Date (the “Supplemental ReleaseVested Options”) and does not revoke it), the Company will provide Employee period of time you have to exercise such Vested Options shall be extended from three (3) months after the Separation Date to the two-year anniversary of the Separation Date (but in no event later than the original expiration date(s) applicable to such Vested Options), subject to earlier termination in accordance with the following severance benefits: a Severance Payment. The Company will pay Employeeterms and conditions of the Company’s 2021 Equity Incentive Plan, as severanceamended and restated effective November 17, 2022, and as further amended on May 8, 2024 (the equivalent of twelve “Plan”), and your applicable grant agreements and notices (12the “Extended Option Exercise Date”); and (ii) months of Employee’s base salary To the extent the Options are not vested as of the Separation Date (the “Unvested Options”), for a period of twelve months following the Separation Date such Unvested Options shall continue to vest according to the vesting schedule applicable thereto under the related stock option grant agreement as if you had remained employed by the Company through such twelve month period. A discussion of certain important federal income tax consequences related to the foregoing is set forth in Section 5 below. To the gross amount of $512,500.00, subject extent that the Vested Options and/or Unvested Options that are treated as vested pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30Section 4(c)(ii) days after above are not exercised on or before the Supplemental Release Effective Extended Option Exercise Date, as defined thereinsuch Options shall thereupon terminate and be canceled and/or forfeited. b COBRA. Provided that Employee timely elects continued coverage under For the Consolidated Omnibus Budget Reconciliation Action avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company shall pay Options that continue to health insurance provider vest for a period of twelve months following the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as Separation Date may be exercised at any time up until the two-year anniversary of the Separation Date, subject to earlier termination in accordance with the Plan or the applicable grant agreements and notices. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment You acknowledge that you are not otherwise entitled to these payments under any severance policy, plan, program, agreement, or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time otherwise and that the Company determines that its payment would not agree to provide you with these payments without your general release of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes claims and other withholdings required by law, promises in this Agreement. You also agree that these payments constitute good and valuable consideration for the remainder your general release of the COBRA Payment Periodclaims and other promises in this Agreement.

Consideration. (a) In consideration of for Employee’s execution of this Agreement, agreement and compliance with the commitments herein and provided that Employee signs this Confidential Separation Agreement and General Release (the Supplemental Release “Agreement”) has not been revoked by Employee, CoStar agrees that pursuant to Section 7(a) of Claims attached hereto the Employment Agreement, dated April 24, 1998, as Exhibit B on or within five amended (5) days of the “Employment Agreement’), between CoStar and Employee, for a period from the Separation Date (the “Supplemental Release”) and does not revoke ituntil January 5, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company 2006, CoStar will pay Employee’s current base salary of $7,036.38 bi-weekly in accordance with the normal payroll practices of CoStar then in effect, as severanceand subject to all federal, the equivalent of twelve state and local taxes and withholdings and any other required withholdings. (12b) months of CoStar further agrees that, in consideration for Employee’s base salary as agreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar will (i) pay Employee a pro rata annual bonus for the year ending December 31, 2005 in the amount of $46,650.00, subject to federal, state and local taxes and withholdings and any other required withholdings, within twenty (20) days from the Termination Date (provided that this Agreement has not been revoked); and (ii) reimburse Employee for his reasonable and necessary business related expenses for which Employee incurred prior to the Separation Date in the gross amount of $512,500.00, subject and which Employee submits to standard payroll deductions and withholdings. This amount will be paid in CoStar a single lump sum no later properly completed expense report within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of from the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until . (c) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein and provided that this Agreement has not been revoked by Employee, pursuant to Section 7(a) of the earliest of: (i) Employment Agreement, all of Employee’s unvested options due to vest within the twelve (12) months after month period following the Separation Termination Date shall vest on the Termination Date; . CoStar and Employee acknowledge that Employee shall have ninety (ii90) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period days from the Separation Termination Date through the earlier of to exercise any options granted to Employee under CoStar Group, Inc.’s 1998 Stock Incentive Plan. (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on d) In consideration for Employee’s behalf would result in a violation of applicable lawagreement and commitments herein and provided that this Agreement has not been revoked by Employee, CoStar agrees to continue providing Employee with access to CoStar’s employee health and benefit plans then in lieu of paying COBRA premiums pursuant effect to this Sectionthe Termination Date, the Company shall and subject to any and all required withholdings and employee contributions. (e) CoStar further agrees that, in consideration for Employee’s agreement and commitments herein, CoStar will pay Employee on the last day of each remaining month for his properly accrued and unused vacation time, less all lawful withholdings. (f) In consideration for Employer’s agreements and commitments herein, from time to time prior to January 5, 2006, Employee agrees to make himself available by telephone and, upon mutual agreement of the COBRA Payment Periodparties, a fully taxable cash payment equal in person, to the COBRA premium render consulting services and respond to future reasonable inquiries or requests for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodassistance from CoStar (or its successors) related to matters arising during Employee’s employment with CoStar.

Consideration. In (a) Provided that Employee complies with this Agreement, and does not revoke this Agreement under Section 17, in consideration of Employee’s execution of this AgreementAgreement and promises herein, and provided that Employee signs including, without limitation, the Supplemental Release release of Claims attached hereto as Exhibit B on or within five (5) days of claims against the Separation Date (the “Supplemental Release”) and does not revoke itCompany, the Company will shall provide Employee with for the following severance benefits: a payments and benefits (collectively, referred to herein as the “Severance Payment. The Company will pay EmployeeBenefits”): (i) An amount equal to Eight Hundred and Twelve Thousand Eight Hundred and Seventy-Six Dollars ($812,876.00), as severance, which Employee agrees is equal to the equivalent sum of twelve (12) months of Employee’s base salary salary, and the cost of twelve (12) months of coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdingsamended. This amount The Severance Benefits will be paid payable in a single lump sum no later thirty on the Company’s first regular payroll date following the Effective Date (30as defined below). (ii) days after Accelerated vesting of two thousand (2,000) of the Supplemental Release Unvested Time Shares (as defined below), effective as of the Effective Date. The Company shall have no obligation to provide the amounts described in this Section 2(a) unless Employee executes and does not revoke this Agreement. The Severance Benefits provided in this Section 2(a) shall be subject to all applicable tax withholdings and deductions. The amounts payable pursuant to this Section 2(a) shall not be treated as compensation under the Company’s 401(k) Plan or any other retirement plan. Employee acknowledges and agrees that the Severance Benefits are full and fair consideration between the Parties and that Employee is not otherwise entitled to the amounts and benefits set forth in this Section 2(a). (b) In the event Employee fails to timely execute this Agreement or revokes this Agreement in accordance with Section 17 below, Employee will only receive his base salary through the Separation Date; accrued and unused paid time off in the amount of $117,870.65, less applicable tax withholdings and deductions; and unreimbursed business expenses in accordance with the Company’s policies. (i) Pursuant to the Paycom Software, Inc. 2014 Long-Term Incentive Plan, Paycom Software previously granted Employee equity awards, as defined thereinevidenced by (A) that certain Restricted Stock Award Agreement – Market-Based Vesting, dated February 5, 2021, under which 278 market-based shares of restricted stock were granted and 139 shares remain unvested and outstanding, (B) that certain Restricted Stock Award Agreement – Time-Based Vesting, dated February 5, 2021, under which 652 time-based shares of restricted stock were granted and 211 shares remain unvested and outstanding, (C) that certain Restricted Stock Award Agreement – Market-Based Vesting, dated February 2, 2022, under which 300 market-based shares of restricted stock were granted and 300 shares remain unvested and outstanding, (D) that certain Restricted Stock Award Agreement – Time-Based Vesting, dated February 2, 2022, under which 700 time-based shares of restricted stock were granted and 400 shares remain unvested and outstanding, (E) that certain Restricted Stock Award Agreement – Market-Based Vesting, dated February 4, 2023, under which 416 market-based shares of restricted stock were granted and 416 shares remain unvested and outstanding, and (F) that certain Restricted Stock Award Agreement – Time-Based Vesting, dated February 4, 2023, under which 969 time-based shares of restricted stock were granted and 761 shares remain unvested and outstanding; and (ii) pursuant to the Paycom Software, Inc. 2023 Long-Term Incentive Plan, Paycom Software previously granted Employee equity awards, as evidenced by (A) that certain Restricted Stock Unit Award Agreement – Time-Based Vesting (Executive), dated May 2, 2023, under which 1,242 time-based restricted stock units (“RSUs”) were granted and 828 RSUs remain unvested and outstanding, (B) that certain Restricted Stock Award Agreement – Time-Based Vesting (Executive), dated May 2, 2023, under which 22,000 time-based shares of restricted stock were granted and 18,000 shares remain unvested and outstanding, (C) that certain Restricted Stock Unit Award Agreement – Time-Based Vesting (Executive), dated February 7, 2024, under which 17,209 time-based RSUs were granted and 17,209 RSUs remain outstanding, (D) that certain Restricted Stock Unit Award Agreement – Performance-Based Vesting, dated February 7, 2024, under which 15,000 performance-based RSUs (“PSUs”) were granted and all of which remain unvested and outstanding, (E) that certain Restricted Stock Unit Award Agreement – Time-Based Vesting (Executive), dated March 1, 2024, under which 7,236 RSUs were granted and all of which remain unvested and outstanding, and (F) that certain Restricted Stock Unit Award Agreement – Performance-Based Vesting, dated March 1, 2024, under which 7,236 PSUs were granted and all of which remain unvested and outstanding (the agreements identified in clauses (i) and (ii), collectively, the “Award Agreements”). b COBRA. Provided that Of the equity awards previously granted to Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Award Agreements, as amended of immediately prior to the Separation Date, (1) 19,372 total shares of time-based restricted stock were unvested and outstanding (the “COBRAUnvested Time Shares”); (2) for 855 total shares of market-based restricted stock were unvested and outstanding (the “Unvested Market Shares”); (3) 25,273 total RSUs were unvested and outstanding (the “Unvested RSUs”); and (4) 22,236 total PSUs were unvested and outstanding (the “Unvested PSUs”). Employee acknowledges and her covered dependents following Employee’s separationagrees that, notwithstanding anything to the Company contrary in the Award Agreements, all Unvested Time Shares (other than the Accelerated Shares (as defined below)), all Unvested Market Shares, all Unvested RSUs, and all Unvested PSUs shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s be cancelled, terminated, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) of no further force or effect, effective as of the Separation Date. The COBRA coverage benefit will be paid However, two thousand (2,000) of the Unvested Time Shares (the “Accelerated Shares”) are eligible to vest on a monthly basis until the earliest of: (iEffective Date in accordance with Section 2(a) twelve (12) months after the Separation Date; (ii) the date when above. If Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment does not execute and timely return this Agreement or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)otherwise revokes this Agreement, the “COBRA Payment Period”). Notwithstanding the foregoingAccelerated Shares shall also be forfeited by Employee, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, and the Company shall pay have no further obligations or liabilities to Employee on under the last day Award Agreements with respect to any forfeited shares. Employee acknowledges and agrees that the clawback and forfeiture provisions of each remaining month Section 4 of applicable Award Agreements shall survive Employee’s termination of employment. (d) Other than the COBRA Payment Periodcompensation and payments provided for in this Agreement, a fully taxable cash payment equal Employee shall not be entitled to any additional compensation, bonuses, payments, equity grants, options or benefits under any agreement or any benefit plan, long term incentive plan, short term incentive plan, severance plan or bonus or incentive program established by the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In consideration of Employee’s execution of (a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Buyer will pay to Sellers, in consideration of the Separation Date (sale, conveyance, assignment, transfer and delivery of the “Supplemental Release”) and does not revoke itShares, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount aggregate sum of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid 200,000,000 in a single lump sum no later thirty (30) days after cash plus the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: Estimated Authorized Capital Expenditure Amount plus (i) twelve the Estimated Net Debt (12if a negative number) months after the Separation Date; and (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Estimated Net Working Capital Adjustment (if a positive number), minus (i) the Estimated Net Debt (if a positive number), (ii) the Estimated Net Working Capital Adjustment (if a negative number), (iii) any and all Selling Expenses that remain unpaid at the date Employee ceases time of Closing and (iv) the Escrow Amount, which shall be payable to be eligible for COBRA continuation coverage for any reason, including plan termination the escrow agent pursuant to the terms of the Escrow Agreement (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums as adjusted pursuant to this SectionAgreement, the Company "PURCHASE PRICE"). Such amount shall be paid, in the proportion set forth on SCHEDULE B, to the applicable Seller on the Closing Date by means of one or more wire transfers of immediately available funds to an account or accounts designated in writing by each Seller at least one Business Day prior the Closing Date. At least three Business Days prior to the Closing Date, Sellers shall deliver to the Buyer a certificate (the "PURCHASE PRICE CERTIFICATE") of the chief financial officer of the Company, in a form and substance reasonably acceptable to Buyer, setting forth in sufficient detail Sellers' good faith estimate of Estimated Working Capital, Estimated Net Debt and the Estimated Authorized Capital Expenditure Amount. Any amount used in determining the Purchase Price as provided in this SECTION 2.2(A) or the adjustments to the Purchase Price provided in SECTION 2.6 below not denominated in U.S. Dollars shall be converted to U.S. Dollars at the exchange rate in effect one Business Day before the date of delivery of the Purchase Price Certificate or the date of determination of such adjustment, as the case may be, in each case, as set forth in THE WALL STREET JOURNAL, Eastern Edition. (b) On the Closing Date, Buyer shall pay Employee on or cause to be paid (A) to the last day of each remaining month Persons entitled thereto, all of the COBRA Payment PeriodDebt Obligations set forth on SCHEDULE 2.2(B), a fully taxable cash payment equal in the amounts set forth in the Closing Certificate; and (B) to the COBRA premium for such monthPersons entitled thereto, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder all of the COBRA Payment PeriodSelling Expenses to the extent unpaid at the time of the Closing.

Consideration. In consideration for Executive’s signing of Employee’s execution the Release attached as Attachment A, including the release of this his rights under the Severance Agreement, as well as the promises and provided that Employee signs covenants including the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) Non-Competition and does not revoke itNon-Solicitation provision set forth herein, the Company will provide Employee with agrees to the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, treatment of the equivalent portions of twelve (12) months of Employeethe Executive’s base salary outstanding equity grants which remain unvested as of the Separation Date in the gross amount of $512,500.00, Retirement Date; provided that such treatment shall be subject to standard payroll deductions compliance by the Executive with Sections 2 and withholdings. This amount will 3 hereof: a) Any unvested, time-based restricted stock units granted before the Retirement Date shall continue to vest during the Non-Competition Period; b) Any unvested, performance-based restricted stock units as of the Retirement Date shall continue to vest during the Non-Competition Period; c) Any unvested stock options granted before the Retirement Date shall continue to vest during the Non-Competition Period; and d) Any vested stock options as of the Retirement Date or stock options that become vested during the Non-Competition Period may be paid exercised for the remainder of the generally applicable term of such option which in a single lump sum all cases is no later than seven (7) years from the respective dates of grant. Schedule A attached hereto and incorporated herein is a complete list of the Executive’s outstanding equity grants from the Company. The parties agree that, except as otherwise provided herein, the terms of the Executive’s existing equity award agreements shall continue in effect and that any portion of the Executive’s outstanding equity grants which are not vested by reason of the application of this Section 1 shall be forfeited as of the last day of the Non-Competition Period or on such earlier date pursuant to Sections 2 or 3. Notwithstanding the foregoing, upon the vesting of any restricted stock units during the Non-Competition Period, the Company shall issue to the Executive shares of its common stock in settlement of such vested stock units within thirty (30) days after of each vesting date. Executive acknowledges that he will not be entitled to the Supplemental Release Effective Dateconsideration described in this Section 1 absent his execution and non-revocation of this Agreement and the Release, in the form attached as defined thereinAttachment A. The consideration described in this Section 1 is in addition to other retirement and/or pension benefits to which the Executive may be entitled associated with the Executive’s retirement. b COBRA. Provided The parties acknowledge that Employee timely elects continued coverage Executive shall not be entitled to any severance or separation payment or benefit associated with his retirement, including under the Consolidated Omnibus Budget Reconciliation Action Severance Agreement, other than all accrued wages and unused vacation time as of 1985, as amended (“COBRA”) for Employee the Retirement Date. The Executive acknowledges and her covered dependents following Employee’s separation, agrees that his termination of employment with the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect not be considered a retirement for Employee (and her covered dependents) purposes of his unvested equity grants which are outstanding as of the Separation Date. The COBRA coverage benefit will Retirement Date and that the settlement or exercise of rights under such grants shall not be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodaccelerated.

Consideration. In full consideration for the rights, licenses and privileges herein granted to Licensee, and the mutual promises set forth herein, Licensee shall pay to Licensor royalty payments from paid subscriptions to the SportsLine service, as follows: a. For the Initial Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the subscription fee of Employee’s execution each paid subscriber to SportsLine; b. For each Renewal Term, Licensee shall pay Licensor fifteen cents ($0.15) per month from the paid subscription fee of each new paid subscriber to SportsLine who enrolls during such Renewal Term during the period of the subscriber's enrollment, or, if Licensor has received not less than Five Hundred Thousand Dollars in payments from Licensee during the Calendar Year prior to the then current Renewal Term, five cents ($0.05) per month for each such subscriber; c. If the Agreement is not renewed, Licensor shall nevertheless be entitled to receive payment in respect of monthly subscription fees for subscribers who enrolled during the Initial Term or any Renewal Term (during the period of their continued enrollment) at the applicable royalty rate in effect during the applicable period, i.e., fifteen cents ($0.15) per month per paid subscriber in respect of subscribers initially enrolled during the Initial Term and fifteen cent ($0.15) or five cents ($0.05) (as the case may be) per month per paid subscriber in respect of subscribers initially enrolled during a Renewal Term. Such payments shall continue in respect of subscription fees received from active enrollments of such subscribers prior to the twentieth anniversary hereof. Notwithstanding anything to the contrary set forth above, Licensor shall not be entitled to any payment in respect of subscription payments from subscribers who enroll during any period that the Agreement is no longer in effect. d. Royalties earned hereunder shall be paid quarterly, concurrently with the delivery of the periodic statements required by subparagraph (e) hereof e. Licensee shall keep complete and accurate separate records of all paid subscriptions, in sufficient detail to disclose the initial enrollment date and current status of subscribers. The said records, and all underlying documents and other documents relating to the Endorsed Products, shall be open to inspection by Licensor or its designated representative at all reasonable times during business hours up to four (4) times per Contract Year and shall be maintained and preserved by Licensee until two (2) years after the expiration or termination of this Agreement. Licensee agrees not to cause or permit any interference with Licensor or Licensor's representative in the reasonable performance of their duties of inspection and audit. The exercise by Licensor in whole or in part, or at any time or times of the right to audit records and accounts or of any other right herein granted, the acceptance by Licensor of any statement or statements or the receipt and deposit by Licensor of any payment tendered by or on behalf of Licensee shall be without prejudice to any rights or remedies of Licensor and shall not stop or prevent Licensor from thereafter disputing the accuracy of any such statement or payment. f. No later than the thirtieth day after each calendar quarter, Licensee shall transmit to Licensor a complete and accurate statement certified to be accurate by an officer of Licensee, covering the immediately preceding calendar quarter. Such report shall set forth the number of paid subscriptions in effect during the preceding quarter, and provided the applicable royalty pertaining thereto. In the event that Employee signs any inconsistencies or mistakes are discovered in such statements or payments, they shall immediately be rectified and the Supplemental Release of Claims attached hereto as Exhibit B on appropriate payment or within five deduction from future payments shall be made. Upon demand by Licensor, Licensee shall at Licensor's expense (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itsuch expense to be deducted from royalties payable to Licensor hereunder), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of but no more than once in any twelve (12) months of Employee’s base salary month period, furnish to Licensor a detailed statement by an independent certified public accountant computing amounts due to Licensor hereunder as of the Separation Date in date of Licensor's demand. If the gross amount of $512,500.00certified audit discloses that royalties were understated by more than ten percent (10%) per Contract Year, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company then Licensee shall pay for such audit. g. If Licensee shall fail to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as make any payment or deliver any of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until required statements referred to above, or to give access to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums premises and/or records pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal provisions hereof to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, Licensor's authorized representatives for the remainder purposes permitted hereunder, same shall be an Event of the COBRA Payment PeriodDefault hereunder.

Consideration. In consideration of Employee’s execution of a. Whether Executive signs this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on Agreement or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itnot, the Company will provide Employee pay to Executive all "Accrued Rights" as that term is defined in Section II.A. of that certain Executive Employment Agreement (the "Employment Agreement") entered into between Company and Executive effective as of December 1, 2013. b. If Executive (i) signs this Agreement; (ii) does not revoke this Agreement as provided below; (iii) furnishes to the Company a written or electronic notice that Executive has not exercised Executive's right to revoke this Agreement dated not less than eight (8) days after the date on which Executive signs; and (iv) complies with all post-employment obligations, including, without limitation, the non-competition, non-solicitation and confidentiality and non-disclosures obligations contained in Attachment A to the Employment Agreement, the Company agrees to pay to Executive the following severance benefits: a amounts, less applicable withholdings, and provide other benefits (all of which are collectively referred to as the "Severance Payment. The Company will pay Employee, ") as severance, the equivalent follows: i. Continued payment of Executive's current base salary of $306,000 per year for twelve (12) months (the "Severance Period") following the Termination Date, payable in accordance with the Company's normal payroll practices as in effect on the date of Employee’s base salary termination; ii. A lump sum payment of $229,500, representing Executive's Target Short-Term Incentive for the fiscal year ending September 30, 2015, which payment shall be due on the next business day after the expiration of six (6) months from the Termination Date; iii. Immediate vesting of all outstanding unvested options, restricted stock, restricted stock units and/or performance share units, whether time based or performance based; iv. Provided that Executive timely elects continued medical coverage pursuant to the provisions of COBRA, then, commencing on the first business day of each month (after expiration of the revocation period described herein and provided Executive has not revoked this Agreement), an amount equal to 100% of the COBRA premium which would otherwise be due under the Company's Group Health Plan to continue the coverage for Executive and/or Executive's dependents on terms and conditions comparable to those in effect as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under and continuing for the Consolidated Omnibus Budget Reconciliation Action lesser of 1985, as amended (“COBRA”a) eighteen (18) months from the Termination Date or (b) the date on which Executive qualifies for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary as a result of employment by or association with a subsequent employer, such payments to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect be made directly to Executive; and v. Outplacement services for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Termination Date through or until Executive attains substantially comparable employment (as determined by the earlier of (i)-(iii)Company) whichever is shorter. Such outplacement services shall be commensurate with Executive's position and reasonable amount, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company but shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodnot exceed $25,000.

Consideration. In 7.1 The initial aggregate consideration payable at Completion for the sale of Employee’s execution the Business and the Business Assets shall be: (A) the payment by the Purchaser to the Seller (on behalf of itself and the other Business Sellers) of an amount equal to the aggregate of: (i) the Gross Price; and (ii) the Provisional Current Asset Amount, (such aggregate amount being the “Initial Cash Consideration”, payable in accordance with Clause 11.3); and (B) the assumption by the Purchaser of the Assumed Liabilities. 7.2 Following agreement or determination of the Business Current Asset Adjustment Amount, the Initial Cash Consideration shall be adjusted in accordance with Clause 8 in order to determine the final aggregate cash consideration for the sale of the Business Assets (the “Final Cash Consideration”). The Final Cash Consideration may only be further adjusted as specifically provided elsewhere in this Agreement. 7.3 The Initial Cash Consideration, as adjusted to become the Final Cash Consideration, the assumption of the Assumed Liabilities and any other payment made under this Agreement to the Seller shall, in each case, be exclusive of any amounts in respect of Sales Tax. 7.4 The Initial Cash Consideration shall be payable in accordance with Clause 11.3 and may be adjusted only under Clause 8 and the other terms of this Agreement, provided however that the Purchaser shall be permitted to withhold from the payment of the Initial Cash Consideration and provided that Employee signs the Supplemental Release Business Current Asset Adjustment Amount any Tax required by law to be withheld or deducted from the Initial Cash Consideration, or as the case may be, the Business Current Asset Adjustment Amount. 7.5 The Purchaser shall prepare, or procure the preparation of, a draft of Claims attached hereto as Exhibit B on or the Consideration Allocation Statement, which shall be delivered to the Seller within five twenty-one (520) days of the Separation Date date of this Agreement (the “Supplemental ReleaseDraft Consideration Allocation Statement”). 7.6 The Seller shall have a period of fifteen (15) days (the “Consideration Allocation Statement Review Period”) after the delivery to it of the Draft Consideration Allocation Statement to review the Draft Consideration Allocation Statement, and does not revoke itwithin such Consideration Allocation Statement Review Period may request (in writing) an adjustment to be made to any allocation set out therein. If no such written request is presented to the Purchaser within the Consideration Allocation Statement Review Period, then the Draft Consideration Allocation Statement shall be deemed to have been agreed and approved by the Seller and the Purchaser, shall be final and binding upon them and shall constitute the “Consideration Allocation Statement” for all purposes of this Agreement. 7.7 If any such written request as is referred to in Clause 7.6 is presented to the Purchaser within the Consideration Allocation Statement Review Period, then the Purchaser and the Seller shall attempt to resolve the matter in dispute between them in good faith negotiations. In the event that the Purchaser and the Seller fail to agree the matter in dispute between them within fifteen (15) days following delivery to the Purchaser of such a written request, and unless the Seller and the Purchaser agree in writing to extend the period in which they may agree such allocation, the Company will provide Employee with Seller and the following severance benefits: a Severance Payment. The Company will pay EmployeePurchaser agree that that each shall adopt its own allocation of the Initial Cash Consideration for all purposes (including Tax) and, as severancefor the avoidance of doubt, neither party shall have any liability to the other for any actions, claims, demands, proceedings, judgments, liabilities, loss, damages, payments, costs and expenses arising out of their failure to agree the Consideration Allocation Statement. 7.8 Following agreement or determination of the Consideration Allocation Statement, the equivalent of twelve (12) months of Employee’s base salary as agreed or determined allocation of the Separation Date Initial Cash Consideration shall be adopted by the Seller and the Purchaser for all purposes (including Tax). 7.9 Following agreement or determination of the Completion Current Asset Statement in accordance with Schedule 8, the Purchaser and the Seller shall discuss in good faith to what extent (if any) the Consideration Allocation Statement should be amended to represent an agreed or determined allocation of the Final Cash Consideration. 7.10 Should the Purchaser and the Seller agree to amend the Consideration Allocation Statement in accordance with Clause 7.9, the allocation of the Final Cash Consideration thus agreed or determined shall be adopted by the Seller and the Purchaser for all purposes (including Tax). 7.11 For the avoidance of doubt, it is understood and agreed by the parties that any valuation of assets and liabilities used in order to determine the allocation pursuant to this Clause 7 is not intended to be, and shall not be interpreted as, any assurance by any party as to the value of the assets and liabilities being transferred. 7.12 Within ninety (90) days of the determination of the Final Cash Consideration the Purchaser shall provide to the Seller a draft United States Internal Revenue Service Form 8594 (the “Form 8594”) setting forth: (A) the allocation amongst the US Business Inventory the amount allocated to the US Inventory in the gross Consideration Allocation Statement; (B) the allocation amongst the US Business Intellectual Property the amount of $512,500.00, subject allocated to standard payroll deductions and withholdings. This the US Intellectual Property in the Consideration Allocation Statement; and (C) the allocation amongst the Other US Assets the amount will be paid allocated to the Other US Assets in a single lump sum no later the Consideration Allocation Statement. 7.13 The Seller shall have thirty (30) days after from the Supplemental Release Effective Date, as defined thereindate it receives the draft Form 8594 to provide any comments thereon to the Purchaser. b COBRA. Provided If the Seller does not provide any such comments within that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended thirty (“COBRA”30) for Employee and her covered dependents following Employee’s separationday period, the Company Form 8594 shall pay be considered final (the "Final Allocation"). If the Seller responds with comments within the thirty day period, the Purchaser and the Seller shall seek to health insurance provider resolve any conflicts within the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee ten (and her covered dependents10) as day period following the Purchaser's receipt of the Separation DateSeller's comments. The COBRA coverage benefit Upon the expiry of that ten (10) day period, if the Purchaser and the Seller cannot agree to a Final Allocation, the matter will be paid on a monthly basis until referred to an accounting firm nationally recognised in the earliest of: United States and which shall be: (iA) twelve chosen by agreement between the Purchaser and the Seller; and (12B) months after instructed jointly by the Separation Date; (ii) Purchaser and the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment Seller to determine the Final Allocation. 7.14 Following agreement or self-employment; or (iii) determination of the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)Final Allocation, the “COBRA Payment Period”). Notwithstanding agreed or determined allocation shall be binding on the foregoingparties and the Purchaser and the Seller, if at any time or as the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectioncase may be, the Company relevant Business Seller and the Purchaser, shall pay Employee on the last day of each remaining month of the COBRA Payment Period, not in any tax filing or in any tax proceeding take a fully taxable cash payment equal position in relation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for amount allocated to any US Asset which is inconsistent with the remainder of the COBRA Payment PeriodFinal Allocation.

Consideration. In consideration of Employee’s execution of for signing this Separation Agreement, and provided that Employee signs complying with its terms, and in accordance with the Supplemental Release of Claims attached hereto as Exhibit B on or within five terms in the Amended and Restated Employment Agreement (5) days of the Separation Date (the “Supplemental Release”dated December 17, 2007) and does not revoke itthe First Amendment to Amended and Restated Employment Agreement (dated January 30, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee2009), as severancewell as any other applicable Employment Agreements (collectively “Employment Agreement”), The Pantry agrees: a. pursuant to the equivalent of mutual promises contained in this Agreement and the Employment Agreement, to pay to Employee Three Hundred Ten Thousand Dollars and Zero Cents ($310,000.00), in substantially equal installments in accordance with The Pantry’s payroll schedule and practices applicable to Employee immediately prior to the Effective Date, representing twelve (12) months of salary at Employee’s base salary as rate of pay, less lawful deductions, commencing on the first such payroll date after The Pantry’s receipt of an original of this Agreement signed by Employee and the expiration of the Separation Date in revocation period described herein. If Employee accepts employment or a consultancy with another entity or becomes self-employed, then he must notify The Pantry before such employment or consultancy begins and the gross severance payments made pursuant to this Agreement shall be reduced by the amount of $512,500.00, subject compensation to standard payroll deductions and withholdings. This amount will be paid to him in connection with such employment, consultancy or self-employment. If Employee does not notify the Corporation in accordance with this Paragraph 2(a), then its obligation to make further payments of the severance pay pursuant to this Paragraph 2(a) shall cease; b. if Employee properly and timely elects to continue health coverage under The Pantry, Inc.’s Health Benefits Plan in accordance with the continuation requirements of COBRA, The Pantry shall pay to continue Employee’s medical coverage (vision and dental will not be covered by The Pantry, although Employee may elect to continue such coverage at Employee’s own expense) under The Pantry’s medical plan for a single lump sum no later 52-week period following the Effective Date, beginning within thirty (30) business days after the Supplemental Release Effective Datelatter of The Pantry’s receipt of a signed original of this Separation Agreement, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay notification to health insurance provider the full monthly COBRA premiums necessary to continue The Pantry of Employee’s COBRA election and the Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month return of the COBRA Payment Period, a fully taxable cash payment equal paperwork. Payments shall be made by The Pantry directly to the COBRA premium for administrator. Thereafter, Employee shall be entitled to choose to continue such month, less applicable federal, state and local payroll taxes and other withholdings required by law, COBRA coverage for the remainder of the COBRA Payment Periodperiod, at Employee’s own expense. Nothing in this Agreement shall constitute a guarantee of COBRA continuation coverage or benefits. Employee shall be solely responsible for all obligations in electing COBRA continuation coverage and taking all steps necessary to qualify for such coverage; and c. Employee agrees to promptly return to The Pantry any and all amounts received pursuant to this Agreement to the extent The Pantry is entitled or required to recover such amounts by the terms of (i) The Pantry’s Executive Compensation Recoupment Policy or other clawback or recoupment policy, as adopted, amended, implemented, and interpreted by The Pantry from time to time, and/or (ii) Section 954 of the ▇▇▇▇-▇▇▇▇▇ Act (as may be amended) and any applicable rules or regulations promulgated by the Securities Exchange Commission.

Consideration. In consideration of Employee’s execution 5.01 For services rendered under this Agreement, COUNTY will pay to CONTRACTOR an amount not to exceed $100,000.00, in accordance with Exhibit "B". Requests for budget revisions shall be submitted by CONTRACTOR to COUNTY for approval. 5.02 CONTRACTOR will submit to the COUNTY JUDGE'S OFFICE, as denoted under ARTICLE XX1, Section 21.01 of this Agreement, on a monthly basis, no later than ten (10) business days after the close of each month, an itemized billing package and provided that Employee signs performance report for the Supplemental Release of Claims prior month, the formats for which are attached hereto and incorporated by reference herein as Exhibit B on "C". A copy of these reports should also be sent to County's Executive Office and Budget and Management Department. 5.03 CONTRACTOR shall provide written confirmation that the individuals listed in the monthly report reside in ▇▇▇▇▇▇▇ County or within five (5) days fulfill one of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymenttwo priority areas listed in Article III. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Should any of the Separation Date individuals listed in Exhibit "C" monthly report relocate outside ▇▇▇▇▇▇▇ County or not fulfill one of the gross two priority areas listed in Article III, that person shall be immediately removed from the Initiative. CONTRACTOR may, with written approval by the COUNTY, replace that individual but may only ex 5.04 pend the balance of the funds allocated to the slot of the individual that was removed. 5.05 CONTRACTOR shall submit to the COUNTY JUDGE'S OFFICE such other reports as may be requested by COUNTY to document CONTRACTOR'S liabilities under this Agreement. 5.06 After receipt of and approval by COUNTY of CONTRACTOR'S billing package, COUNTY shall pay to CONTRACTOR w ithin thir t y ( 30 ) da ys an amount equal to the total amount of $512,500.00such billing package or in equal monthly installments, subject to standard payroll deductions deduction of any costs not allowed under the program. Delinquent or unacceptable billing and withholdings. This amount will be paid in a single lump sum no later reporting to COUNTY by CONTRACTOR, however, shall excuse delay of payment by COUNTY. 5.07 Within thirty (30) working days after of COUNTY' s written request, CONTRACTOR shall refund to COUNTY any sum of money paid by COUNTY to which COUNTY has determined: a. Resulted in overpayment to CONTRACTOR; b. Has not been spent by CONTRACTOR strictly in accordance with the Supplemental Release Effective Dateterms of this Agreement; or c. Is not supported by adequate documentation to f u l ly jus t ify the expenditure. 5.08 Upon termination of this Agreement, as defined therein. i f a p p l i c a b COBRA. Provided that Employee timely elects continued coverage under l e , all unclaimed (30 days or older) salaries and wages must be returned to COUNTY in the Consolidated Omnibus Budget Reconciliation Action following format: a. A cashier's check for the net total amount payable to "County of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company ▇▇▇▇▇▇▇" shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal sent to the COBRA premium for such month▇▇▇▇▇▇▇ County Treasurer's Office (with a copy to the County Judge's Office); and b. A listing showing each person's full name, less applicable federal, state last known complete address and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodamount owing to each individual.

Consideration. In consideration of Employee’s exchange for the mutual covenants set forth in this letter, following your execution of this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company's actual receipt of the Separation Date signed original of same (the “Supplemental Release”) and does not revoke it"Effective Date"), the Company will agree to provide Employee the financial and other consideration as set forth below: (i) the Company will continue to pay an amount equal to your regular salary, less all customary and required taxes and employment-related deductions, in accordance with the following severance benefits: a Severance Payment. The Company will pay EmployeeCompany's normal payroll practice from November 19, as severance, 2001 through the equivalent of twelve (12) months of Employee’s base salary as expiration of the Separation Date Special Employment Period ("Special Employment Period Payments"); (ii) you will continue to participate in the gross amount Company's benefit plans, to the extent permissible under the plan documents, during the Special Employment Period, including stock option vesting, under the same terms and conditions as you currently are participating; -------------------- Portions of $512,500.00, subject this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to standard payroll deductions the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. (iii) in the event that you do not continue to work a sufficient number of hours during your Special Employment Period to remain on the Company's group health insurance plan and withholdings. This amount will be paid such reduction in hours constitutes a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage qualifying event under the Consolidated Omnibus Budget Reconciliation Action Act of 19851985 ("COBRA"), you may elect to continue your current health and dental insurance benefits pursuant to the terms of COBRA. If you elect to continue your health and dental insurance under COBRA, the Company will continue to pay its portion of the premium during the Special Employment Period. The COBRA qualifying event otherwise shall be deemed to occur on the Separation Date. As of the Separation Date, you shall be required to pay the full COBRA premium rate if you remain on COBRA coverage; (iv) the Company will, effective January 31, 2002, accelerate the vesting schedule set forth in the option agreements dated September 30, 1998, September 22, 1999 and February 11, 2000 between you and the Company such that as of January 31, 2002, you will be eligible to exercise all of the previously unexercised options granted pursuant to such option agreements. Pursuant to the terms of each of the above-referenced option agreements, the options must be exercised within ninety (90) days after your Separation Date or they will lapse; and (v) subject to Section 2(vi) below, at the conclusion of your Special Employment Period, the Company will provide you with the Supplemental Release, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdescribed in Section 4b of this Agreement. Upon the Company's receipt of the signed Supplemental Release, the Company shall pay to health insurance provider you in the full monthly COBRA premiums necessary form of salary continuation in accordance with our normal payroll practices, the gross amount of one hundred twelve thousand five hundred and no/100 (112,500.00) dollars, less all applicable federal, state, local withholding and other employment-related deductions, which sum represents the equivalent of six (6) months of your former annual salary ("Separation Pay"). Variagenics agrees to continue Employee’s your participation in the Company's health and Employee’s covered dependents’ health dental insurance coverage that is in effect for Employee (and her covered dependents) as of plans during the six month following the Separation Date. The COBRA coverage benefit Company will be paid on a monthly basis until also provide you with outplacement counseling at no cost to you; however (vi) if you refuse to execute the earliest of: Supplemental Release at the end of the Special Employment Period, you hereby authorize the Company to deduct from your Separation Pay up to the full amount of the Special Employment Period Payments made to you, less any amounts which you earned for actual services rendered by you to the Company during the Special Employment Period. You acknowledge and agree that the Special Employment Period Payments and benefits provided under this Section 2 of this Agreement are not otherwise due or owing to you under any Variagenics employment agreement (ioral or written) twelve (12) months after or Company policy or practice, and that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases foregoing payments and benefits to be eligible provided to you are not intended to, and shall not constitute, a severance plan, and shall confer no benefit on anyone other than the parties hereto. You further acknowledge that, except for COBRA continuation coverage for any reasonthe specific payments and benefits set forth in this Agreement, including plan termination (such period from you are not now and -------------------- Portions of this Exhibit were omitted and have been filed separately with the Separation Date through Secretary of the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums Commission pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Company's application requesting confidential treatment under Rule 24b-2 of the COBRA Payment PeriodSecurities Exchange Act of 1934. shall not in the future be entitled to any other compensation including, a fully taxable cash payment equal to the COBRA premium for such monthwithout limitation, less applicable federalother wages, state and local payroll taxes and commissions, bonuses (including, equity, stock, stock options, vacation pay, holiday pay or any other withholdings required by law, for the remainder form of the COBRA Payment Periodcompensation or benefit).

Consideration. In As consideration of for Employee’s execution of 's entering into this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide agrees: a) Employee with shall receive from the following severance benefits: Company a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the sum of (i), (ii) and (iii) below, payable on the next regular payday following expiration of the revocation period described in paragraph 11 below: (i) 52 weeks of pay, computed at the Employee's regular weekly base salary in effect on the Termination Date (such gross amount equal to $150,000); (ii) a bonus payment equal to 38% of Employee's annual base salary (such gross amount equal to $57,000); (iii) an aggregate automobile allowance equal to $17,700; and (i) From the Termination Date until the last day of March 2002 (the end of the final month covered by your severance pay (the "Severance Period")), the Company shall continue to provide life, medical, dental and long-term disability benefits (the "Company Plans") as previously selected by Employee, for Employee and such of Employee's dependents for whom the Company provided such benefits on the Termination Date; provided Employee shall be responsible for the Employee's share of the cost of coverage and benefits on the same basis as prior to the Termination Date. Such benefits will be continued only to the extent permissible under the terms of such Company Plans. Notwithstanding anything contained in this paragraph b(i) to the contrary, with respect to long-term disability, the Employee must timely apply for conversion insurance and benefits payable thereunder shall not exceed a maximum monthly benefit of $3,000. (ii) If any of the Company Plans do not permit continued participation by the Employee and the Employee's family after termination of employment, then, during the Severance Period, the Company will reimburse the Employee for the cost of obtaining comparable coverage from a third-party insurer, provided, however, that the amount of such reimbursement will not exceed the amount that would have been paid by the Company for coverage under the Company Plans during the Severance period had the Employee's employment not been terminated. If during the Severance Period, and subject to paragraph (iii) below, the Employee is reemployed by another employer, the rights of the Employee and the Employee's family to receive benefits under any Company Plan, or reimbursement for any third-party coverage, will terminate on the date the Employee and Employee's family become eligible to receive comparable benefits from such employer. (iii) If, at the termination of the Severance Period, the Employee is receiving medical and/or dental benefits from a Company Plan, the Company will continue to provide such medical and/or dental benefits to the Employee and/or the Employee's family pursuant to COBRA. For such purpose, the termination of the Severance Period will be considered the date of the "qualifying event" as such term is defined by COBRA premium and the cost of continued coverage during the COBRA period will be determined pursuant to COBRA and paid entirely by the Employee. (iv) If the Company's Plans do not provide for continued medical and/or dental benefit coverage during the Severance Period, then the Termination Date will be considered the date of the qualifying event for COBRA purposes. In such case, the Employee may either elect to continue such coverage pursuant to COBRA or obtain comparable third-party coverage as described in Section 2(b)(ii). If the Employee elects COBRA coverage, then during the Severance Period, the Employee will be charged only the amount that such Employee would have paid for such monthcoverage had such Employee remained employed by the Company (the "Employee Premium") (and the Company paying the remainder), less applicable federal, state and local payroll taxes after the end of such Severance Period and other withholdings required by law, for the remainder of the COBRA Payment Period.period, the cost of such coverage will be determined pursuant to COBRA and paid entirely by the Employee. If the Employee directs the Company not to deduct the entire amount of Employee Premium for the Severance Period from the lump sum paid under Section 2(a), the Employee shall be

Consideration. In (a) As consideration of for Employee’s execution promises made in this Agreement, including Employee’s full release of claims in Section 4 of this Agreement, Employer agrees to the following: (i) Employer agrees to pay Employee a payment in the total gross amount of Six Hundred Thirty Six Thousand Four Hundred Eighty Dollars and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five No Cents (5$636,480.00) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) ); less all required governmental payroll deductions and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentwithholdings. The Company will Separation Payment shall be made as soon as reasonably practicable after the Effective Date (as that term is defined in Section 4 below). (ii) As further consideration, commencing on January 1, 2018, Employer shall pay for the full cost of Employee, as severance, the equivalent of ’s premium for twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued health insurance coverage under SUN’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Act (“COBRA”), subject to the terms, conditions and limitations of that health insurance plan. Employee must make such elections and take such other actions as may be required by the health plan and applicable law in order to receive such continued coverage. (iii) As further consideration, Employer agrees to reimburse/pay Employee for Employee and her covered dependents following Employee’s separationreasonable relocation expenses from Dallas, the Company shall pay TX to health insurance provider the full monthly COBRA premiums necessary to continue a location of Employee’s and choosing. Employee agrees to make such relocation prior to December 31, 2018. The relocation reimbursement shall include, if necessary, home sale loss protection on the Employee’s covered dependents’ health insurance coverage that is Dallas home and tax gross-up protection on the relocation benefits. (b) As consideration for Employee’s agreement to be bound by the restrictive covenants found in effect for Employee (Section 6 of this Agreement as well as the specific promises and her covered dependents) as covenants of Sections 5, 6 and 11, Employer agrees to the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: following: (i) twelve As further consideration, Employer agrees to pay Employee an amount equal to [100%] [NTD: AMOUNT/PERCENTAGE TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of the Employee targeted bonus award for 2017 under the Energy Transfer Partners. L.L.C. Annual Bonus Plan (12the “Bonus Plan”), which amount reflects performance achieved against stated goals under the Bonus Plan. For 2017, [100%] [NTD: TO BE UPDATED AT TERMINATION DATE BASED ON TRENDING PERFORMANCE] of Employee’s target bonus is Seven Hundred Ninety-Five Thousand Six Hundred Dollars and No Cents ($795,600.00) months after (the Separation “Bonus Equivalent Award”). Employee understands and acknowledges that he is not eligible for any amounts under the Bonus Plan as his employment is ending prior to the date awards under the Bonus Plan would otherwise be paid to employees and that the Bonus Equivalent Award received is at the full discretion of the Employer. Payment of the Bonus Equivalent Award shall be made within ten (10) business days of the Effective Date; . (ii) SUN shall cause the date when Employee’s unvested restricted units/phantom units (as described below) awarded to the Employee becomes eligible for substantially equivalent health insurance coverage pursuant to the terms of the Second Amended and Restated Energy Transfer Partners, L.P. 2008 Long Term Incentive Plan (the “ETP 2008 Unit Plan”), and the Sunoco LP 2012 Long-Term Incentive Plan (“SUN Unit Plan”) to be accelerated in their vesting in accordance with the vesting schedule set forth below. After giving effect to the restricted units/phantom units that vested on December 5, 2017, Employee has outstanding awards under the ETP 2008 Unit Plan of 12,000 restricted units and 183,080 restricted phantom units under the SUN Unit Plan that are otherwise not scheduled to vest until after the Employee’s termination of employment (collectively the “Accelerated Vesting Units”). In connection with new employment this Agreement and Section 2(b)(i) hereof, ETE shall or self-employmentshall cause the Accelerated Vesting Units to accelerate and fully vest as follows: Within in ten (10) business days after the Effective Date: (a) 6,000 restricted units under the ETP 2008 Unit Plan; or and (iiib) 91,540 restricted phantom units under the date SUN Unit Plan. As of January 1, 2019: (a) 6,000 restricted units under the ETP 2008 Unit Plan; and (b) 45,770 restricted phantom units under the SUN Unit Plan. As of January 1, 2020: (a) 45,770 restricted phantom units under the SUN Unit Plan. For purposes of the rest of this Section and Section 6 the Accelerated Vesting Units shall be referred to as the (“Restrictive Covenant Units”). Employee ceases understands and acknowledges that the acceleration of the Restricted Covenant Units is a taxable event on each of the accelerated vesting dates and will be subject to applicable government withholdings. Employee further understands and acknowledges that Employer will satisfy Employee’s statutorily applicable governmental withholding obligation through the sale and withholding of accelerated restricted common/phantom units. Employee further acknowledges and agrees that each of the accelerated vesting events with respect to the Restricted Covenant Units is completely and fully predicated on Employee’s continued compliance with this Agreement, specifically Section 5, 6, and 11 as well as the terms and conditions of the Consulting Agreement. Employee also understands and acknowledges that Employee would not otherwise be eligible for COBRA continuation coverage for accelerated vesting of the Restrictive Covenant Units, or payment of any reasonamounts, including plan termination (such period from under the Separation Date through ETP 2008 Unit Plan and/or the earlier SUN Unit Plan as all of (i)-(iii), the “COBRA Payment Period”)applicable long-term incentive plans require continuing employment on the vesting dates of the awards in order to receive them. Notwithstanding the foregoing, if at Employer agrees that in the event (i) there is a change in control of Sunoco GP, LLC, other than to an affiliate of Energy Transfer Equity, L.P. (“ETE”); or (ii) SUN common units are no longer publicly traded, any time unvested Accelerated Vesting Unit shall accelerate within ten (10) business days of the Company determines change of control or delisting, as applicable. Employee specifically acknowledges and agrees that its payment the provisions contained in Section 5, 6 and 11 are material inducements to the Employer providing the compensation described in Section 2(b) above. Employee also specifically agrees and acknowledges that he will not seek to or raise as part of COBRA premiums on any judicial or administrative process to have the restrictive covenants found in Section 6 as well as promises and covenants in Sections 5, 6 and 11 to be determined to be invalid or unenforceable for any reason. The consideration given to Employee hereunder is expressly and completely conditioned upon Employee’s behalf would result full compliance with the terms and conditions set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, and in addition to any and all other remedies and alternatives which may be available at law or in equity, in the event of a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month breach of the COBRA Payment Periodprovisions of this Agreement by Employee, a fully taxable cash payment equal Employer may (in its sole discretion) cease without further obligation to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder Employee to make any of the COBRA Payment Periodremaining payments set forth in this Section 2.

Consideration. In The promises by the Company and by me to arbitrate differences, rather than litigate them before courts or other bodies, provide consideration of Employee’s execution of this Agreementfor each other. This Agreement is not, and provided shall not be construed to create, any contract of employment, express or implied. Nor does this Agreement in any way alter the “at-will” status of my employment. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT, THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE CONTAINED IN THIS AGREEMENT ITSELF. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT I AM GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO. Signature of Employee Signature of Authorized Company Representative Print Name of Employee Title of Representative Date Date INCENTIVE COMPENSATION1 On the date that Employee signs is 30 days following the Supplemental Release issuance of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date Purchaser’s Form 10K (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Incentive Bonus Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee the fiscal years 2008, 2009, and her covered dependents following Employee’s separation2010 (each such year being a “Performance Year”), the Company board of directors of Purchaser (the “Board”) shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as Sellers a bonus based on a comparison of the Separation Dateaudited year-end consolidated financial statements of C&B / Cotton Holdings, Inc. and its subsidiaries including, without limitation, Crochet & Borel and the Cotton Group Companies (collectively referred to in this Schedule as the “C&B / Cotton Group Companies”) to the projected consolidated financial statements of C&B / Cotton Group Companies. The COBRA coverage benefit will be paid Based on a monthly basis until the earliest of: (i) twelve (12) months after results of such comparison, the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to Sellers may be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.an incentive bonus calculated as follows:

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. a. The Company will pay Employee, as severance, to the equivalent of twelve Executive (12i) months of Employeethe Executive’s base salary as of the Separation date of this Agreement (“Base Salary”) that the Executive has earned through the Severance Date, (ii) $18,173, which represents the 7 days of the Executive’s earned but unused 2012 vacation pay as of the Severance Date and (iii) any unreimbursed business expenses incurred by the Executive in the gross amount performance of $512,500.00his duties for the Company prior to the Severance Date, subject upon receipt by the Company of documentation in such form as customarily required by the Company to standard report business expenses. In addition, the Executive shall be eligible to participate in the Company’s medical, dental, vision plans and other benefit plans until May 31, 2012, in each case upon the terms and conditions available to the Executive on the Severance Date. The Executive’s Base Salary payments shall be made in accordance with the Company’s customary payroll deductions and withholdingspractices. This amount will The Executive’s vacation pay shall be paid delivered in a single lump sum no later thirty (30) payment within 14 days after of the Supplemental Release Effective Date, as defined thereinSeverance Date in accordance with the Company’s customary payroll practices. b COBRAThe reimbursement of business expenses shall be in accordance with the Company’s customary business expense reimbursement procedures. Provided The Executive’s Base Salary payments and vacation pay shall be made less lawful and applicable withholding and deductions. The Company and the Executive acknowledge and agree that Employee timely elects continued coverage under even if the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationExecutive does not sign this Agreement, the Company shall will pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s Executive the Base Salary payment, vacation pay and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) business expense reimbursements referenced above as of the Separation Date. Severance Date (less lawful and applicable withholding and deductions) and deliver to the Executive the benefits set forth in this Section 1(a). b. The COBRA coverage benefit Executive will be paid on a monthly basis until receive the earliest payments set forth below no earlier than May 2, 2012, after the Company’s receipt of: (i) twelve (12) months after the Separation Date; this Agreement and (ii) the letter from the Executive in the form attached hereto as Exhibit A, both signed and dated by the Executive and returned to the Company. Exhibit A may not be returned to the Company sooner than the eighth (8th) calendar day after the execution of this Agreement. The Executive understands and agrees that he would not receive the monies and/or benefits specified in this Section 1(b) except for his execution of this Agreement and fulfillment of the promises contained herein that pertain to him. To the extent applicable, a portion of the payments made by the Company to the Executive under this Section 1(b) shall be deemed severance pay in lieu of any notice required under applicable law and that the Company shall have no other liability to the Executive in connection therewith. The payments made to the Executive under this Section 1(b) shall be made less lawful and applicable withholding and deductions. i. The Company will pay to the Executive $250,212 in a single payment within 14 days of the satisfaction of the conditions set forth above. This amount represents the Executive’s prorated annual incentive compensation for 2012. ii. The Company will continue to pay the Executive’s Base Salary in accordance with the Company’s payroll policy from the Severance Date to February 28, 2013. iii. The Company will pay to the Executive $116,507 in a single payment on or before February 28, 2013. This amount represents the Executive’s Base Salary from March 1, 2013 to May 2, 2013. iv. The Company will pay to the Executive in a single payment within 14 days of the satisfaction of the conditions set forth above an amount equal to (a) the per share closing price on the New York Stock Exchange for the Company’s ordinary shares on May 2, 2012 multiplied by (b) 32,240. This amount represents compensation for a portion of the Executive’s unvested restricted shares. v. The Company will pay to the Executive in a single payment within 14 days of the satisfaction of the conditions set forth above an amount equal to $101,577. This amount represents compensation for a portion of the Executive’s unvested restricted cash and accrued interest thereon through May 2, 2012. vi. From June 1, 2012 through and including May 31, 2013, the Company will pay the premiums for COBRA coverage on the Company’s group health, dental, vision and life insurance plans for the Executive, the Executive’s spouse and the Executive’s dependent children that participated in the such plans immediately prior to the date when Employee becomes of this Agreement; provided that the Executive timely elects, and is eligible for, such coverage; and provided, further that any payment of premiums as set forth in this clause (vi) will cease upon the Executive becoming eligible for substantially equivalent health or procuring medical insurance coverage as a result of any employment or consultancy after the Severance Date. vii. The Company will reimburse the Executive for the reasonable cost of the preparation of the Executive’s U.S. Federal and state income tax returns by a tax preparation service provider elected by the Executive, for the 2012 tax year; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $3,600 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses. viii. The Company will reimburse the Executive for the reasonable out-of-pocket legal fees incurred by the Executive in connection with new employment or self-employmentthe negotiation and review of this Agreement; or (iii) provided that the date Employee ceases to maximum amount of legal fees reimbursable by the Company pursuant hereto shall be eligible for COBRA continuation coverage for any reason, including plan termination (such period $25,000 and the Company shall have received from the Separation Executive satisfactory written substantiation for such legal fees, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such legal fees. c. The Executive retains any vested benefits that the Executive has accrued prior to the Severance Date through under the earlier of (i)-(iii)Endurance 401(k) Plan, the “COBRA Payment Period”). Notwithstanding Endurance Amended and Restated 2002 Stock Option Plan and/or the foregoing, if at any time Endurance Amended 2007 Equity Incentive Plan. d. Upon the Company determines that its payment written request of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Sectionthe Executive, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal will deliver to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for Bermuda Department of Immigration a letter noting that the remainder of Company has no objection to the COBRA Payment PeriodExecutive seeking alternative employment in Bermuda.

Consideration. Pursuant to the February 19, 1999, OIL AND GAS EXPLORATION AGREEMENT, MEXP was also obligated to pay the Tribe an additional sum of ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000.00), which was to be payable on the second and third anniversary dates of the Agreement in equal installments of $525,000.00 each. The parties now agree as part of this Agreement that MEXP shall pay ONE MILLION FIFTY THOUSAND DOLLARS, subject to the following terms: 1. The first payment of FIVE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($525,000.00) shall be tendered and delivered to the Bureau of Indian Affairs within five business days after the signing of this Agreement by the Blackfeet Tribe and MEXP, and said amount shall be distributed to the Blackfeet Tribe immediately upon final approval of this Agreement by the Secretary. In consideration the event this Agreement is not approved, by the Secretary within one hundred twenty (120) days after execution of Employee’s execution this Agreement by the parties, the Blackfeet Tribe acknowledges that the funds belong to MEXP and the Tribe will cooperate with MEXP in obtaining the return of such funds to MEXP; and this Agreement shall be deemed void and will not effect the rights, obligations and claims of the parties under the February 19, 1999, OIL AND GAS EXPLORATION AGREEMENT. 2. MEXP shall have the right, but not the obligation to make a second payment of FIVE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($525,000.00) to the Secretary within one hundred twenty (120) days of the Effective Date of this Agreement. In the event MEXP fails to make said payment within one hundred twenty (120) days of the Effective Date of this Agreement, MEXP shall immediately surrender, relinquish and be divested of any and all rights under this Agreement. This surrender, relinquishment, and divestiture shall be the Blackfeet Tribe's exclusive and sole remedy in the event MEXP shall fail to make the payment provided under this subparagraph. And, in the event of MEXP's surrender, relinquishment and divestiture of its rights pursuant to this provision, MEXP shall also be relieved of any and all obligations it may have arising under or relating in any way to this Agreement. All payments to the Department provided for immediately above shall be in the U.S. funds and shall be tendered in the form of cashier's check, bank to bank wire transfers, or other immediately available funds payable to the Department. All monetary payments provided for above shall be in lieu of and not in addition to bonus and/or advance delay rental payments for the execution, acknowledgment, issuance and delivery of the oil and gas leases provided for in Article 6 hereafter. Very specifically, said monetary payments totaling TWO MILLION FIFTY THOUSAND DOLLARS ($2,050,000.00) represent and include such bonus and advance delay rental payments for the issuance of the intended oil and gas lease and MEXP shall not be obligated to pay any additional consideration at the time of the issuance of any such oil and gas lease provided for herein. The parties acknowledge and agree that Employee signs the Supplemental Release TWO MILLION FIFTY THOUSAND DOLLARS ($2,050,000.00) payment provided for herein and the below described overriding royalty represents consideration for the Blackfeet Tribe's execution of Claims this Agreement and additionally the subsequent issuance of oil and gas lease covering and pertaining to the Subject Lands. In addition, the parties hereto acknowledge and agree that during the Exploration Phase of this Agreement, as provided for hereafter, that with regard to oil and gas leases issued hereunder during said Exploration Phase, MEXP shall pay no rentals or advance rentals, it being the purpose and intent hereof that such rentals shall only become a MEXP obligation following termination of said Exploration Phase inasmuch as said rentals are included in the collective TWO MILLION FIFTY THOUSAND DOLLARS ($2,050,000.00). In further consideration of this Agreement, MEXP will assign a proportionate 2% (two percent) overriding royalty on MEXP's net leaseholds on all fee oil and gas leases that MEXP now owns or may hereafter acquire during the term of this Agreement or during the term of any lease issued pursuant hereto within the boundaries of the Blackfeet Reservation (as such boundaries are depicted on the map attached as Exhibit "C"), with such assignment continuing so long as this Agreement or any Leases issued pursuant hereto remains in full force and effect. Attached hereto as Exhibit B on or within five (5) days "D" is the form of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Assignment to be eligible for COBRA continuation coverage for used, provided however that to the extent any reason, including plan termination (such period from the Separation Date through the earlier term or condition of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at Exhibit D conflicts with any time the Company determines that its payment provision of COBRA premiums on Employee’s behalf would result in a violation of applicable lawthis Agreement, then in lieu the terms and conditions of paying COBRA premiums pursuant to this Section, the Company Agreement shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodgovern.

Consideration. In (a) The consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date Shares (the “Supplemental Release”"CONSIDERATION") and does shall be the sum of (i) $120,000,000 plus (ii) an amount equal to the Actual Net Income for the period commencing January 1, 1996 to but not revoke it, including the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Closing Date. The COBRA coverage benefit will Consideration (calculated for such purpose by assuming that the Actual Net Income is equal to the Estimated Net Income) shall be paid on a monthly basis until payable by Purchaser at the earliest ofClosing by wire transfer in immediately available federal funds to such bank and account as the Seller may specify by written notice received by the Purchaser at least three Business Days prior to the Closing Date. (b) The Consideration shall be adjusted after the Closing Date as follows: (i) twelve (12) months after if Actual Net Income exceeds Estimated Net Income, the Separation DatePurchaser shall pay the Seller an amount equal to such excess; and (ii) if Estimated Net Income exceeds Actual Net Income, the Seller shall pay the Purchaser an amount equal to such excess, in either case, together with interest thereon at an annual rate of 8% accruing from the Closing Date to and including the date when Employee becomes eligible for substantially equivalent health insurance coverage of payment (the "CONSIDERATION ADJUSTMENT"). Purchaser shall calculate Actual Net Income and, as soon as reasonably practicable, but in connection with new employment or self-employment; or (iii) any event no later than the date Employee ceases (the "FILING DATE") on which the Company first files with the insurance regulatory authorities in the State of California an Annual Statement or Quarterly Statement that includes financial statements for a period that includes the Closing Date, the Purchaser shall deliver to the Seller a statement (the "CONSIDERATION ADJUSTMENT STATEMENT") setting forth the Actual Net Income and the difference between Actual Net Income and Estimated Net Income, if any. After delivery of the Consideration Adjustment Statement, the Purchaser shall, and shall cause the Company to, provide the Seller with reasonable access to the Company's Books and Records sufficient to permit the Seller to verify the Actual Net Income. (c) In the event the Seller believes that the Purchaser's calculation of the Actual Net Income or the Consideration Adjustment is incorrect, the Seller shall have the right to challenge such determination in good faith by giving notice of its objection in writing to the Purchaser within ten Business Days following delivery of the Consideration Adjustment Statement, setting forth in reasonable detail the basis for such objection (the "SELLER'S NOTICE OF OBJECTION"). In the event the Seller and the Purchaser are unable to agree on the resolution of such disagreement within ten Business Days following delivery of the Seller's Notice of Objection to the Purchaser, the Seller and the Purchaser shall resolve such disagreement in accordance with the following procedures. The Purchaser and the Seller shall each select an independent certified public accountant within ten Business Days after delivery of the Seller's Notice of Objection for the purpose of selecting a third independent certified public accountant with a regional or national accounting practice in the life insurance industry (the "MEDIATOR"). Such accountants shall mutually select the Mediator and give a written notice to the Purchaser and the Seller identifying the Mediator, including a written acceptance of such appointment from the Mediator, within twenty Business Days after delivery of the Seller's Notice of Objection. The Mediator shall not have performed services for either the Purchaser or the Seller within the preceding three years and shall not have testified in any dispute in which either the Purchaser or the Seller was involved as a party; provided that the Purchaser and the Seller may waive such restriction in writing if they mutually agree to such waiver. The Purchaser shall promptly deliver to the Mediator the Consideration Adjustment Statement, and the Seller shall promptly deliver to the Mediator the Seller's Notice of Objection. The Mediator shall review the Consideration Adjustment Statement and the Seller's Notice of Objection, and each party shall submit to the Mediator all information reasonably requested by the Mediator to enable the Mediator to independently resolve the issue which is the subject of the objection by the Seller. The Mediator shall issue a written report of its determination in reasonable detail and shall deliver a copy of such report to the Seller and the Purchaser within twenty Business Days following the Mediator's receipt of the Seller's Notice of Objection. The determination made by the Mediator shall be final and binding and may be enforced by any court having jurisdiction. The costs of the Mediator's determination shall be borne by the parties as determined by the Mediator to be eligible for COBRA continuation coverage for any reasonfair, including plan termination just and equitable. Each party shall bear all costs associated with its own appointed independent certified public accountant. (such period from d) The Consideration Adjustment, if any, shall be payable by Purchaser or Seller, as the Separation Date through case may be, within 10 Business Days after the earlier final determination of the Consideration Adjustment as provided above (i)-(iii), the “COBRA Payment Period”"CONSIDERATION ADJUSTMENT PAYMENT DATE"). Notwithstanding Such payment shall be made by wire transfer in immediately available federal funds to such bank and account as the foregoing, if party entitled to receive such Consideration Adjustment payment may specify by written notice received by the party obligated to make such Consideration Adjustment payment at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal least three Business Days prior to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Consideration Adjustment Payment PeriodDate.

Consideration. In consideration of Contingent upon the Employee’s timely execution and return to the Company, and non-revocation of this Agreement, the Company shall provide the Employee with, or cause the Employee to receive, the following separation benefits (the “Separation Benefits”). (a) The Company will pay the Employee an amount equal to the regular base salary of $500,000.00 per year, minus applicable taxes and withholdings, that he would have received from the Company between the Separation Date and December 31, 2022 had his employment not terminated earlier, in equal or nearly equal installments on the Company’s regularly scheduled paydays beginning with the first payday following the Effective Date (as defined below) and continuing until December 31, 2022. (b) Notwithstanding any contrary provision in the Company’s 2019 Long Term Incentive Plan (the “Plan”) or the Time-Based Restricted Stock Unit Award Agreement dated April 29, 2020 between the Company and the Employee (the “Award Agreement”) which provided that the Restricted Stock Units (as defined in the Award Agreement) would not vest until April 29, 2023, and if Employee has not breached any promise, covenant, warranty, or representation set forth in this Agreement, the 500,000 Restricted Stock Units which the Company awarded to Employee pursuant to the Plan and the Award Agreement (“RSUs”) shall fully vest on the Separation Date; provided, however, that the Employee shall, contemporaneously with his execution of this Agreement, and provided that Employee signs execute the Supplemental Release of Claims Lockup Agreement which is attached hereto as Exhibit B on or within five (5A to this Agreement and incorporated here by reference. The Employee’s obligations under the Lockup Agreement shall be referred to below as the “Lockup Restrictions.” The parties acknowledge and agree that the Employee is a “specified employee” according to Section 9(k) days of the Separation Date (the “Supplemental Release”) Plan and does not revoke itthat, therefore, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as payment of the Separation Date in the gross amount of $512,500.00, subject RSUs to standard payroll deductions and withholdings. This amount will him shall be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis delayed until the earliest of: earlier of (i) twelve (12) months after the Separation Date; his death or (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage that is six months after his “separation from service” as defined under the Nonqualified Deferred Compensation Rules (as defined in connection the Plan) in accordance with new employment or self-employment; or Section 9(k) of the Plan and Code Section 409A. In addition, as permitted by Section 6(e)(ii) of the Plan and notwithstanding any other provision of the Agreement, the Committee (iiias defined in the Plan) shall have the date Employee ceases option to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from decide to have the Separation Date through the earlier RSUs settled by delivery of (i)-(iii), i) a number of shares of Stock (as defined in the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment Plan) equal to the COBRA premium number of RSUs for such monthwhich settlement is due, less applicable federal, state and local payroll taxes and other withholdings required by law, for or (ii) cash in an amount equal to the remainder Fair Market Value (as defined in the Plan) of the COBRA Payment Periodspecified number of shares of Stock equal to the number of RSUs for which settlement is due, or a combination thereof, as determined by the Committee. The Company shall provide Employee with advance written notice of its intent to have the RSUs settled by delivery of (i) a number of shares of Stock equal to the number of RSUs for which settlement is due, or (ii) cash in an amount equal to the Fair Market Value of the specified number of shares of Stock equal to the number of RSUs for which settlement is due, or a combination thereof, or any other permissible manner of settlement, at least 30 days prior to settlement date.

Consideration. In consideration of Employee’s execution of this Agreement, and provided that Employee signs The Parties agree that: (A) with respect to the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days NextCure Exclusive License Grant for the purpose of the Separation Date (the “Supplemental Release”) and does not revoke itExploitation in Zaiming Territory of a Terminated Product that is a Zaiming Product, the Company license shall be royalty-free and no consideration for such NextCure Exclusive License Grant shall be required, unless this Agreement is terminated by NextCure for Zaiming’s material breach pursuant to Section 11.2(a) (Termination for Material Breach), in which case the license shall be royalty-bearing and the Parties will provide Employee negotiate reasonable consideration for such NextCure Exclusive License Grant; (B) with respect to the following severance benefits: NextCure Exclusive License Grant for the purpose of the Exploitation in NextCure Territory of a Severance Payment. The Company will pay Employee, as severanceTerminated Product that is a Zaiming Product, the equivalent license shall be royalty-bearing and the Parties will negotiate reasonable consideration for such NextCure Exclusive License Grant, unless this Agreement is terminated by Zaiming for NextCure’s material breach pursuant to Section 11.2(a) (Termination for Material Breach), pursuant to Section 11.2(b) (Termination for Insolvency or Cessation of twelve Business), pursuant to Section 11.2(d)(ii) (12Termination for Patent Challenge), pursuant to 11.2(d)(iii) months (Termination for Cessation of Employee’s base salary as Development), or terminated by NextCure pursuant to Section 11.2(c) (Termination for Convenience by NextCure), in which cases the license shall be royalty-free and no consideration for such NextCure Exclusive License Grant shall be required; (C) with respect to the NextCure Exclusive License Grant for the purpose of the Separation Date Exploitation in Zaiming Territory of a Terminated Product that is a NextCure Product, the license shall be royalty-free and no consideration for such NextCure Exclusive License Grant shall be required, unless this Agreement is terminated by NextCure for ▇▇▇▇▇▇▇’s material breach pursuant to Section 11.2(a) (Termination for Material Breach), by NextCure pursuant to Section 11.2(b) (Termination for Insolvency or Cessation of Business) or by Zaiming pursuant to Section 11.2(b) (Termination for Insolvency or Cessation of Business), in which cases the license shall be royalty-bearing and the Parties will negotiate reasonable consideration for such NextCure Exclusive License Grant; (D) with respect to the NextCure Exclusive License Grant for the purpose of the Exploitation in NextCure Territory of a Terminated Product that is a NextCure Product, the license shall be royalty-bearing and the Parties will negotiate reasonable consideration for such NextCure Exclusive License Grant, unless this Agreement is terminated by Zaiming for NextCure’s material breach pursuant to Section 11.2(a) (Termination for Material Breach), pursuant to ​ Section 11.2(d)(ii) (Termination for Patent Challenge), or pursuant to Section 11.2(d)(iii) (Termination for Cessation of Development), in which cases the license shall be royalty-free and no consideration for such NextCure Exclusive License Grant shall be required; and (E) in the gross cases where the Parties shall negotiate the reasonable consideration under this Section 11.5(c)(iii) (Consideration), if after sixty (60) Days the Parties fail to agree on the amount of $512,500.00any consideration, subject to standard payroll deductions and withholdings. This amount will be paid either Party may submit such dispute for resolution in a single lump sum no later thirty accordance with Section 12.4 (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiiExpediated Arbitration), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.

Consideration. In A. Employee represents, understands and agrees that his position of CFO with the Company shall terminate as of July 23, 2012 and as an employee on the date hereof, however, Employee agrees to assist on a limited basis when requested with vendor relationships and other matters as may be mutually agreed upon through December 31, 2012. If Company is contacted with any requests for references, Company will instruct its Human Resources Department only to release earnings information and verify job title, dates of employment, and to respond to any further inquiries with the statement that Company policy limits its response to the foregoing. B. Company shall, in consideration of Employee’s service to Company as co-founder with ▇▇▇▇▇▇▇▇ ▇▇▇▇ and for the General Release and the terms, conditions and provi­sions contained in this Separation Agreement and General Release, pay to Employee the specific amount of TWO HUNDRED FIVE THOUSAND TWO HUNDRED NINETY-TWO DOLLARS ($205,292) as severance pay, payable in equal installments in accordance with the normal Company payroll cycle, for the period beginning on August 1, 2012 and continuing through December 31, 2012, in such a manner so that the total amount is fully paid no later than December 31, 2012. All payments will be subject to normal payroll tax withholding. C. Commencing as of the date hereof, and continuing through December 31, 2012, the Company agrees to provide the Employee with health insurance coverage with the same Company and Employee contribution amounts towards coverage, including “opt out” payments will be payable for declining to participate in the coverage. Employee acknowledges and agrees that if he wishes to continue COBRA health care coverage following December 31, 2012, he must pay the full, applicable premiums himself. Employee also understands that the cost, scope and length of his health care continuation coverage after December 31, 2012 will be as required by the COBRA statute. D. The Company agrees to reimburse the Employee for itemized and approved job related expenses to be submitted by the Employee. E. In the event the Company’s Management receives a deal bonus with respect to the closing of the Apex acquisition, Employee will be entitled to participate in the same manner as Management. F. Employee will take over from the Company the life insurance policy number 19015019 which the Company will transfer into the Employee’s name. The Employee understands that he will be responsible for all future premiums. G. The Company represents and agrees that, separate and unrelated to the consideration and/or benefits described herein, it owes accounts payable including accrued interest as of July 31, 2012 due to the Employee with an outstanding balance of EIGHT HUNDRED NINETY THOUSAND SIX HUNDRED THIRTY-THREEDOLLARS ($890,633) which is subject to the attached Accounts Payable Payment Plan. Notwithstanding anything contained within this Agreement, the Accounts Payable Payment Plan is a separate agreement, fully enforceable on its own terms, and is not dependent or contingent upon, or in any way merged into, the terms and conditions of this Agreement, and is fully enforceable upon its own terms without regard for or reference to this Agreement. H. The Company agrees that the Employee will be entitled to notice of, and will have the right to be an observer at all formal meetings of the Board of Directors during the portion of the meetings in which budgets, acquisitions, financial performance, and financing matters are discussed. Such observer status shall continue until Employee is fully repaid on the payable amounts referred to in Section II. G. above. Employee agrees to interact regarding Company matters with the Board of Directors only and not with other employees of the Company. I. Subject to the Company Underwriter’s approval, the Company agrees that if they do a registered offering of the Company’s securities that the Company would use its commercially best efforts to include the Employee’s shares of common stock in that offering. If the Company is ultimately unable to include the Employee’s shares of common stock in such registered offering, there will be no remedies available to the Employee as a result of this event, including that the Employee will not have the right to require the Company to redeem such shares. J. Employee understands and agrees that his stock options will expire 30 days from his termination date in accordance with the terms of the Company’s employee stock option plan. K. Employee shall assume all responsibility for, and shall indemnify and hold the Company and the Released Parties (as set forth below) harmless against and from any and all claims, losses, damages, liability, suits, actions, judgments, costs, demands, deficiencies, levies, assessments, executions, penalties, and expenses resulting from any liability or claim of liability for failure to pay or withhold amounts assessed or found to be due to any federal, state or local government or agency thereof, including federal and state withholding taxes and social security taxes, resulting from the treatment of the payments, conditions and considerations set forth in this Agreement. L. Employee acknowledges and agrees that at the time of the execution of this Agreement, he shall have received all earned wages and provided other benefits including accrued but unused vacation pay that was due to him under all applicable Company policies. M. Employee signs the Supplemental Release acknowledges and agrees that no other benefits or payments, other than those shown under Section II. of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itthis Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment accrued by or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal payable to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodEmployee.

Consideration. (a) In consideration for the release of Employee’s execution claims set forth below and other obligations under the Agreement, the Company agrees to pay Employee two hundred twenty-five thousand dollars ($225,000), less applicable tax withholdings (the “Severance Payment”). The Parties agree that the aforementioned severance pay covers any amounts due under Section 5 of the Employment Agreement signed by Employee and the Company, effective November 30, 2016, a copy of which is attached hereto as Exhibit A (the “Employment Agreement”). For the avoidance of doubt, no bonus of any kind, payable in full or partial, has accrued. The Severance Payment will be paid out in two equal installments with the first half paid with the next regular payroll following the Termination Date and the second half paid on the regular payroll date following the expiration of three months from the Termination Date. If Employee violates Section 7, Section 8, Section 9, Section 10, Section 11 and/or Section 12 of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days Company shall be entitled to repayment of the Separation Date Severance Payment described in Section 2(a) of this Agreement. (the “Supplemental Release”b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross shall receive an amount of $512,500.0038,460.80 for accrued 320 hours of paid time off, subject to standard payable with the next regular payroll deductions following the Termination Date. (c) Employee shall continue the Company’s health, dental and withholdingsvision plan coverage until and including December 31, 2018 as provided for in Section 2(a) of this Agreement. This amount After December 31, 2018, Employee will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued entitled to health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), if Employee so timely elects and makes the “COBRA Payment Period”). Notwithstanding the foregoingnecessary payments, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings extent required by law. (d) All outstanding equity grants of Employee shall immediately vest on the Termination Date and remain exercisable until January 14, 2019. Employee is responsible for any local, state and/or federal taxes due to such vesting. Should Employee fail to pay such taxes, any such amounts due will be deducted from the remainder Severance Payment. (e) In accord with Section 4.2 of the COBRA Payment PeriodEmployment Agreement, business expenses incurred by Employee through the Termination Date will be reimbursed consistent with Company policy.

Consideration. In (a) As consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days sale to Buyer of the Separation Date Purchased Assets, Parent shall pay to Sellers an aggregate amount equal to Six Million Eight Hundred Fifty Thousand Dollars ($6,850,000) (the “Supplemental ReleasePurchase Price”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid adjustment as set forth in a single lump sum no later thirty (30) days after the Supplemental Release Effective DateSection 1.5), payable as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: follows: (i) twelve Parent shall deliver to, and cause to be directly deposited with, Mellon Bank, N.A. (12) months after the Separation Date“Escrow Agent”), for the account and future potential benefit of Sellers, cash in the amount of Six Hundred and Eighty Five Thousand ($685,000), which amount, together with all interest and other amounts earned thereon, shall be referred to as the “Escrowed Funds”; and (ii) Parent shall pay the date when Employee becomes eligible balance of the Purchase Price to the Sellers at Closing by wire transfer of immediately available funds (the “Closing Payment”). (b) The Escrowed Funds shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement for substantially equivalent health insurance coverage the purpose of satisfying working capital adjustments pursuant to Section 1.5 hereof and indemnification claims pursuant to Article VII hereof. Unless disbursed in connection accordance with new employment Section 1.5 or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii)Article VII, the “COBRA Payment Period”)Escrowed Funds shall be held by the Escrow Agent until 5:00 p.m., Boston time, on that date which is the six-month anniversary of the Closing Date (as defined in Section 1.4) and shall be maintained and used strictly in accordance with the terms of this Agreement and the Escrow Agreement. At the six-month anniversary of the Closing Date, the Escrowed Funds, with such adjustments as set forth in Section 1.5 and Article VII, shall be disbursed to Sellers in accordance with the Escrow Agreement. Notwithstanding the foregoing, if at any time in the Company determines event that its payment of COBRA premiums on Employee’s behalf would result a working capital adjustment to the Purchase Price is in a violation of applicable law, then in lieu of paying COBRA premiums dispute pursuant to this SectionSection 1.5 as of the time of such anniversary, or NaviSite has delivered written notice to Sellers of an indemnification claim as set forth in Article VII and such claim has not been resolved in accordance with Article VII prior to such anniversary, the Company amount necessary to satisfy such dispute or claim shall pay Employee on not be disbursed and shall continue to be held by the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Escrow Agent pursuant to the COBRA premium for Escrow Agreement until such monthdispute or claim is resolved as provided in Section 1.5 or Article VII, less applicable federalas the case may be, state and local payroll taxes and all other withholdings required by law, for the remainder of the COBRA Payment PeriodEscrowed Funds shall be disbursed to Sellers at that time.

Consideration. In The consideration for the Purchased Assets shall be (i) an aggregate amount equal to: (a) the Base Purchase Price, plus (b) the Closing Date Cash Amount, minus (c) the Interim Cash Receipts Amount, plus (d) the Excluded Cash Receipts Amount, minus (e) the Retained Cash Amount, minus (f) the amount of Employee’s execution any Cure Amounts payable by Buyer pursuant to Section 2.2, minus (g) the aggregate amount of any Unapproved Liabilities, if any, plus (h) the aggregate amount of any Specified Payments (the amount so calculated, the “Purchase Price”), plus (ii) the assumption by Buyer of the Assumed Liabilities, if any. Subject to the terms and conditions of this Agreement, in consideration for the Acquired Equity Interests and provided that Employee signs other Purchased Assets, at the Supplemental Release of Claims attached hereto as Exhibit B on or within five Closing, Buyer shall (5i) days pay the Purchase Price (inclusive of the Separation Deposit, which the Escrow Agent shall release at the Closing to RAIT Parent pursuant to the terms of the Deposit Escrow Agreement and joint written instructions delivered by RAIT Parent and Buyer to the Escrow Agent), less the amount of the Tax Indemnity Amount to be deposited with the Escrow Agent as provided in Section 2.3(b), to RAIT Parent and/or such other Seller as may be applicable (as specified by RAIT Parent), by wire transfer in immediately available funds to one or more accounts designated by RAIT Parent at 120614386.13 least two (2) Business Days before the Closing Date and (ii) assume the Assumed Liabilities, if any.” (f) Section 2.6(a) of the Purchase Agreement shall be amended and restated in its entirety to read as follows: “No later than three (3) Business Days prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a statement (the “Supplemental ReleasePre-Closing Statement”) ), along with reasonably detailed information and does not revoke itsupporting documentation, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent setting forth RAIT Parent’s good faith estimates of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; Closing Date Cash Amount, (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Interim Cash Receipts Amount, (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonExcluded Cash Receipts Amount, including plan termination (such period from iv) the Separation Date through Retained Cash Amount, (v) the earlier Cure Amounts payable by Buyer, (vi) the amount of the Specified Payments, if any, (i)-(iii)vii) the amount of the Unapproved Liabilities, if any, and (viii) the amount of the Purchase Price (the “COBRA Payment PeriodEstimated Purchase Price”). Notwithstanding Such Pre-Closing Statement shall be certified by a financial officer of RAIT Parent on behalf of RAIT Parent to be true and complete. Following the foregoingdelivery of the Pre-Closing Statement until the delivery of the Closing Statement, RAIT Parent shall (A) permit Buyer to have reasonable access during normal business hours to the finance personnel and accountants of RAIT Parent and the other RAIT Entities and the books and records of the RAIT Entities that are relevant to the calculation of the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement and (B) consider in good faith any of Buyer’s comments, and use commercially reasonable efforts to respond to Buyer’s questions, relating to the calculation of the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement, and Buyer’s proposed changes to the Estimated Purchase Price and each component thereof as set forth in the Pre-Closing Statement. RAIT Parent and Buyer shall agree in good faith as to the Estimated Purchase Price and RAIT Parent shall update the Pre-Closing Statement to reflect any agreed changes thereto.” (g) Section 2.6(b) of the Purchase Agreement shall be amended and restated in its entirety to read as follows: “One (1) day prior to the anticipated Closing Date, RAIT Parent shall deliver to Buyer a final statement (the “Closing Statement”), along with reasonably detailed information and supporting documentation, setting forth (i) the calculated Closing Date Cash Amount, (ii) the calculated Interim Cash Receipts Amount, (iii) the calculated Excluded Cash Receipts Amount, (iv) the Retained Cash Amount, (v) the calculated Cure Amounts payable by Buyer, (vi) the calculated amount of the Specified Payments, if at any time any, (vii) the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month calculated amount of the COBRA Payment PeriodUnapproved Liabilities, if any, and (viii) the calculated amount of the Purchase Price. Such Closing Statement shall be certified by a fully taxable cash payment equal financial officer of RAIT Parent on behalf of RAIT Parent to be true and complete. Following the delivery of the Closing Statement until the Closing, RAIT Parent shall (A) permit Buyer to have reasonable access during normal business hours to the COBRA premium for such month, less applicable federal, state finance personnel and local payroll taxes accountants of RAIT Parent and the other withholdings required by law, for RAIT Entities and the remainder books and records of the COBRA Payment Period.RAIT

Consideration. In Executive acknowledges that his agreement to ------------- the covenants provided in this Article II constitutes a major portion of the consideration of Employee’s execution of for the entry by the Company into this Agreement, and provided that Employee signs the Supplemental Release Company's covenants under this Agreement are of Claims attached hereto direct and material benefit to Executive and are good consideration for the covenants given herein. As additional consideration for Executive's covenants as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date set forth in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationthis Article II, the Company shall pay to health insurance provider Executive the full amount of $200,000, payable monthly COBRA premiums necessary over the two-year period following Executive's termination of employment (the "Covenant Fee"); provided, however, that the Covenant Fee will not be payable if Executive is terminated for Cause (as defined below) or Executive resigns without Good Reason (as defined below); and provided further that the obligation to continue Employee’s and Employee’s covered dependents’ health insurance coverage that pay the Covenant Fee shall ▇▇▇▇▇ in the event Executive is found to be in effect for Employee (and her covered dependents) as violation of any of the Separation Datecovenants set forth in this Article II. The COBRA coverage benefit If at any time prior to a Change in Control, Executive gives written notice of his probable intention to terminate employment during the first 90 days after such Change in Control, the entire amount of the Covenant Fee shall be deposited into escrow immediately prior to the Change in Control. If Executive in fact terminates his employment during such 90-day period, the escrowed funds will be paid to Executive over time, as provided in this Section 2.6. If Executive does not terminate his employment during such 90- day period, the escrowed funds will be released to the Company at the end of such 90-day period, without prejudice to the Company's obligation to pay the Covenant Fee when and if it later becomes due under Section 2.6. Any interest earned on the escrowed funds during escrow will be paid to the Company. Executive acknowledges that the Company has a monthly basis until present and future expectation of business within the earliest of: (i) twelve (12) months after geographic areas served by the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period Company and from the Separation Date through present and proposed customers of the earlier Company. Executive acknowledges the reasonableness of (i)-(iii)the term, geographic area and scope of the covenants set forth in this Agreement, and agrees that he will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the “COBRA Payment Period”)premises, consideration or scope of the covenants set forth herein. Notwithstanding Executive further acknowledges that complying with the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result provisions contained in this Agreement will not preclude him from engaging in a violation of applicable lawlawful profession, then in lieu of paying COBRA premiums pursuant to this Sectiontrade or business, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodor from becoming gainfully employed.

Consideration. In consideration for signing this Agreement and compliance with the promises made herein, Employer agrees: a. to pay to Employee twelve (12) months salary in the amount of Employee’s execution of this AgreementTwo Hundred Thirty-Five Thousand Dollars ($235,000.00), and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or less lawful deductions, within five fifteen (515) days after the passage of the Separation Date revocation period described in paragraph “4”; and b. to pay to Employee the sum of Nine Thousand Two Hundred Fifty Dollars ($9,250.00) less lawful deductions, within fifteen (15) days after the “Supplemental Release”) passage of the aforesaid revocation period, representing the annual amount of income presently attributable to Employee for the use of the automobile presently leased for him by Employer; and c. if Employee elects to continue medical and/or dental coverage under Employer’s group medical and does not revoke itdental insurance plans in accordance with the continuation requirements of COBRA, the Company will provide Employer shall reimburse Employee with for the following severance benefits: cost of said coverage for a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employee’s base salary as of beginning on April 1, 2005 and ending on March 31, 2006. Employee acknowledges that Employer cannot make COBRA payments directly to the Separation Date in group medical and dental insurance carriers and that Employer will pay the gross COBRA amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until through March 31, 2006. Employee acknowledges that Employer shall withhold taxes and other lawful withholdings from the earliest of: (i) monthly payments to Employee, so that the net amount received by Employee will be less than the monthly COBRA amount. Employee will be issued a Form W-2 by Employer indicating all withholdings. It shall be the obligation of Employee to promptly notify Employer if and when he has discontinued COBRA coverage or has obtained other medical and/or dental insurance coverage, either directly or through another employer’s group plan, during said twelve (12) months after the Separation Date; (ii) the date when month period, in which event Employer’s obligation to Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on payments shall cease; and d. to pay Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant SERP life insurance premium for the one-year policy period February 2005 through January 2006 when said premium payment is due; and e. to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodall unused vacation days in calendar year 2005.

Consideration. In consideration of Employee’s For good and valuable consideration, it is agreed that Goins will be paid as follows on the debt: (1) On the dat▇ ▇▇ the execution of this Agreement, and provided Goins will be issued 400,000 shares of Gateway restricted ▇▇▇▇on stock representing debt due to Goins owed for more than two years that Employee signs should have been ▇▇▇▇▇d at the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days time of the Separation Date (the “Supplemental Release”) and does not revoke itAsset Purchase Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if which Goins may at any time in the Company determines that first 90 days of this Agreem▇▇▇, sell at the best price obtainable on the open market. In order to effectuate this provision, the restricted stock must have the restriction lifted to become free trading stock. Gateway shall, at its payment sole expense, immediately upon execution of COBRA premiums on Employee’s behalf would result in a violation of applicable this Agreement, obtain an opinion letter from an licensed attorney at law, then in lieu of paying COBRA premiums pursuant expressing an opinion that the restriction(s) on the share certificate(s) have been fulfilled and that the restriction(s) on the certificate(s) should be removed to this Sectionallow the stock to become free trading stock, the Company effect of this opinion letter shall pay Employee be to allow Goins to be able to sell the stock immediately. (▇) Immediately upon proof of sale of the block of 400,000 shares or any subsequent block of shares Gateway shall issue additional blocks of shares to Goins as described herein below. Goins will report to Gat▇▇▇▇ the amount of money realized ▇▇▇▇ the sale of the first 400,000 shares of Gateway stock along with proof of sale. Upon receipt of that report, Gateway shall immediately issue additional blocks of unrestricted stock based on the last day Gateway stock's value on the date of each remaining month issue to Goins so that the sale proceeds of the COBRA Payment Periodsecond and subsequent ▇locks of stock issued shall (3) Presuming the Agreement is not otherwise terminated as described herein, a fully taxable cash payment equal to between the COBRA premium for such month91 st day and the 365 th day after the execution of this Agreement, less applicable federalor any time before that date, state Gateway shall immediately and local payroll taxes and other withholdings required continuously issue Goins additional blocks of unrestricted Gateway stock so ▇▇▇▇ Goins' entire $137,500.00 debt is paid in full by law, for the remainder 365 ▇▇ ▇ay of this Agreement. Additional blocks of stock shall be issued immediately upon proof from Goins of the COBRA Payment Periodsale of the stock and the proceeds realized ▇▇▇▇ the sale. In the event that during the distribution of the additional blocks of shares that the share price should decrease as a result of Goins selling shares or otherwise, Gateway will continue ▇▇ ▇▇sue additional blocks of stock to Goins until Goins has been able to collect, via sale of the shares, t▇▇ ▇▇m total of $137,500.00. (4) Additionally, on day 90 of this Agreement, Gateway shall issue to Goins 110,000 shares of the Restricted 144 stock. This stock shall have a warrant date of one year from the date of issuance at market price.

Consideration. In accordance with the Offer Letter, and in consideration of Employee’s execution of the terms, representations, promises, waivers and releases contained in this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee Executive with the following payments and benefits, conditioned upon (i) Executive’s execution and return to the Company of the Release no earlier than the Separation Date and no later than twenty-one (21) days following the execution date hereof, and (ii) Executive’s not revoking, or attempting to revoke the Release prior to the “Effective Date” (as defined in the Release): a. A severance benefits: payment in the amount of $256,266.00, minus all tax withholdings required by law and other authorized deductions, which amount is equal to nine months of Executive’s base salary, as in effect immediately prior to the Separation Date, to be paid in a Severance Paymentlump sum on February 22, 2013. b. Executive shall receive his annual incentive bonus (the “Annual Bonus”) for 2012 and prorated for 2013 which is in the amount of $235,300.46, minus all tax withholdings required by law and other authorized deductions, to be paid on February 22, 2013. c. Certain Restricted Stock Units (“RSUs”) granted to Executive pursuant to the ▇▇▇▇▇▇ Resources, Inc. 2010 Stock Incentive Plan (the “Plan”) that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment, which vesting shares (“Shares”) total 71,474 shares, and as soon as administratively practicable the Company shall thereupon cause to be issued fully paid and non-assessable Shares of ▇▇▇▇▇▇ common stock to the Executive with respect to the vesting RSUs. The Company will pay Employeewithhold Shares otherwise issuable upon vesting of the RSUs in accordance with prior practice to satisfy tax withholdings required by law and other authorized deductions on account of the vesting of the RSUs and delivery of the shares of common stock to Executive. d. Certain Stock Options granted to you pursuant to the Plan to purchase ▇▇▇▇▇▇ common stock that are unvested and unexpired on the Separation Date and that otherwise would have vested (solely by virtue of your continued employment with the Company) shall vest time-prorated for the period of employment during such year, as severancewhich vesting Stock Options total 18,618 Stock Options exercisable at $2.42 per share granted on March 5, the equivalent of twelve (12) months of Employee’s base salary 2010, such Stock Option are non-forfeitable and immediately exercisable as of the Separation Date continuing until January 25, 2014, at which time all unexercised Stock Options granted to Executive shall expire. e. You shall pay 10% and the Company shall pay 90% of the premiums otherwise payable by you and your eligible dependents under Company provided coverage for health benefits through January 25, 2014 (or until such earlier time as Executive ends his participation in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30such coverage) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued provided you elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation), within the time period prescribed under COBRA. You hereby instruct the Company shall pay to health insurance provider take the full monthly 10% of the premium portion payable by you from the cash severance payment described above in Section 2 a. Commencing January 26, 2014, you will be responsible for the payment of any COBRA premiums. The Company will not reimburse you for any taxable income imputed to you because the Company has paid your COBRA premiums necessary to continue Employeeor those of your eligible dependents. f. Executive’s and Employee’s covered dependents’ health insurance coverage that is in effect 401(k) retirement plan contributions have been or will be made for Employee (and her covered dependents) as of the period ending on the Separation Date. As required by applicable ERISA and 401(k) Plan rules and regulations, the Company’s matching obligations and the Executive’s participation in the Company’s 401(k) Plan will cease on or before February 22, 2013. Executive instructs the Company to take from the severance payment described above in 2 a. the maximum contribution which Executive can make for 2013 and the Company shall make matching contributions by the end of the first quarter of 2013. Nothing in this Agreement is intended to alter or modify Executive’s right to any benefit to which Executive is entitled under the Company’s 401(k) Plan prior to the Separation Date. All such contributions are and shall remain subject to the terms of such plan and Executive’s rights thereunder, as well as all applicable ERISA and Internal Revenue Service statutes, rules and regulations. g. The COBRA coverage benefit will be paid on Company shall retain Executive as a monthly basis until the earliest of: (i) twelve (12) months consultant as an independent contractor after the Separation Date; Date (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Consulting Period”). Notwithstanding the foregoing, if at any time ) to perform such services commensurate with his status and experience as may be reasonably requested in writing by the Company determines that its payment (the “Consulting Arrangement”) for a monthly retainer of COBRA premiums on Employee’s behalf would result $10,000, which shall be payable in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee arrears on the last day of each remaining month. The Executive shall provide consulting services to Company as needed and when reasonably requested, provided that, without his prior consent, Executive shall not be required to devote more than 50 hours in any calendar month to the performance of any consulting services hereunder. The Executive shall also be reimbursed for direct, ordinary and reasonable business expenses accounted to the Company related to travelling to Long Beach, CA from Bakersfield, CA, if necessary during the Consulting Period, with mileage from any use of Executive’s personal vehicle reimbursed at the current rates established by the U.S. Internal Revenue Service. The Company shall use its reasonable best efforts not to require the performance of consulting services in any manner that unreasonably interferes with any other business activity of the COBRA Payment Executive. Either the Company or Executive may terminate the Consulting Arrangement at any time at its option upon 5 days advanced written notice to the other party. During the Consulting Period, the Company will make an office available to Executive on a fully taxable cash payment equal month-to-month basis, which arrangement can be terminated upon 5 days advanced written notice to Executive by the COBRA premium Company. h. Other than as specifically provided for such monthin this Agreement, less applicable federalExecutive represents, state warrants and local payroll taxes and acknowledges that the Company owes Executive no wages, salaries, commissions, bonuses, sick pay, personal leave pay, severance pay, vacation pay or any other withholdings required by lawcompensation, for the remainder benefits, payments or remuneration of the COBRA Payment Periodany kind or nature.

Consideration. In consideration (a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Employee’s execution of this Agreementthe Sellers set forth herein, and provided as consideration for the assignment of the Management Rights and the other covenants and obligations set forth herein, Purchaser agrees to tender to the Sellers as the purchase price hereunder (I) FIVE MILLION EIGHT HUNDRED SIXTEEN THOUSAND DOLLARS ($5,816,000) (the "Initial Purchase Price"), and (II) the Deferred Payment (if any) with respect to each Center. The Initial Purchase Price (less the (i) aggregate amount of "Individual Escrow Amounts" set forth on Exhibit A to the MIPA with respect to each Seller's sale of the Management Rights and (ii) AH Escrow Amount defined below) shall be payable to the Sellers at the Closing. The Deferred Payment with respect to any Center shall be paid to the Sellers at the end of the Payment Period (as defined in Consulting Agreement) for that Employee signs Center. All payments due hereunder shall be made in immediately available funds by electronic wire transfer to an account designated by the Supplemental Release Sellers. No party will take any steps intended to delay collection of Claims Fees. (b) From the Initial Purchase Price, an amount equal to THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100 DOLLARS ($333,333.00) (the "AH Escrow Amount") shall be withheld from delivery to the Sellers and, instead, be delivered to the Escrow Agent in cash at Closing, by wire transfer of immediately available funds, pursuant to the Escrow Agreement substantially in the form of Exhibit 1.2(b) (the "Escrow Agreement") attached hereto as Exhibit B to this Agreement and incorporated into this Agreement by reference. The Parties acknowledge and agree that the AH Escrow Amount represents that portion of the Initial Purchase Price that is consideration for the Management Rights of Sellers with respect to the Thousand Oaks Center. If there shall have been a Successful Syndication of the Thousand Oaks LLC on or before December 31, 2005, then within five ten (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (3010) days after the Supplemental Release Effective DateSuccessful Syndication, the Purchaser shall instruct the Escrow Agent to distribute the AH Escrow Amount to the Sellers. If there shall not have been a Successful Syndication of the Thousand Oaks LLC on or before December 31, 2005, then all of the AH Escrow Amount shall be returned to the Purchaser, and Purchaser shall have no obligation hereunder to acquire Management Rights with respect to the Thousand Oaks LLC and the Initial Purchase Price under Section 1.2(a) shall be deemed to have automatically been reduced by the amount of the AH Escrow Amount. As used herein, "Successful Syndication" means the closing of the sale of not less than sixty percent (60%) of the membership interests in the Thousand Oaks LLC to not fewer than fifteen (15) suitable purchasers (for this purpose, individual physician members of a "Physician Entity" (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under in the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as Operating Agreement of the Separation Date. The COBRA coverage benefit Thousand Oaks LLC) who are anticipated to use the Thousand Oaks Center as an extension of their practices will each be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiicounted as an individual purchaser), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment all of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal whom must be acceptable to the COBRA premium for Purchaser in such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodPurchaser's reasonable discretion.

Consideration. In consideration of Employeethe obligations undertaken by Executive in Section 1 above, Executive shall receive the following benefits to which Executive would not otherwise be entitled: (i) All of Executive’s execution equity awards that are unvested as of the Termination Date and which are specified in Schedule 1 (the “Equity Awards”) shall be modified to allow continued vesting in accordance with the vesting schedule of the particular award during the Restricted Period as if Executive had remained employed by the Company throughout the Restricted Period. (ii) All of Executive’s Equity Awards that would be unvested at the expiration of the Restricted Period and have not previously been forfeited (e.g., due to performance criteria not being met) shall be modified to provide for accelerated vesting: (A) as of the end of the Restricted Period; or (B) upon a Change in Control of the Company (as that term is defined in the Executive’s Employment Agreement with the Company dated effective as of September 1, 2010) if such Change in Control occurs prior to the end of the Restricted Period. To this end, the lesser of all of Executive’s Equity Awards that vest as a result of a Change in Control, or an amount up to $2,000,000 of such Equity Awards, shall be placed in an account with a registered investment broker or advisor selected by Executive and acceptable to Company (the “Account”). The actual value of such Equity Awards to be placed in the Account shall be determined based on the number of fiscal quarters remaining in the Restricted Period, as more fully illustrated on Exhibit A attached hereto and incorporated herein by this reference. The Account shall, if required by the Company, be pledged as collateral to secure Executive’s obligations under this Agreement. The Account shall at all times be owned and controlled by Executive (subject to the collateral pledge contemplated herein), and provided Executive shall have the exclusive authority to buy, sell and otherwise manage all assets maintained within the Account including, without limitation, all of Executive’s Equity Awards deposited into the Account; provided, however, that Employee signs once deposited into the Supplemental Release Account, Executive shall only be able to withdraw funds or other assets from the Account in quarterly installments (the “Allowable Quarterly Withdrawal Amount”), each Allowable Quarterly Withdrawal Amount determined based upon the number of Claims fiscal quarters remaining in the Restricted Period, as more fully illustrated by the spreadsheet attached hereto as Exhibit B on or within five (5) days A. Notwithstanding anything to the contrary contained herein, Executive will be free to withdraw all assets remaining in the Account at the end of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or Restricted Period. (iii) the date Employee ceases All of Executive’s unexercised vested stock option awards shall be modified to be eligible provide for COBRA continuation coverage for any reason, including plan termination (such an exercise period from the Separation Date through until the earlier of (i)-(iii), three months following the “COBRA Payment Period”)end of the Restricted Period and the original expiration date of the award. Notwithstanding the foregoing, if at Executive violates her obligations under Section 1 hereof during the Restricted Period, no additional Equity Awards shall vest, and all outstanding equity and other incentive awards, including without limitation any time unexercised stock options, shall be immediately forfeited. In addition, all sums in the Account shall be released to the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant and Executive shall repay to this Section, the Company shall pay Employee the value of any Equity Awards that vested during the Restricted Period, with such value determined based on the last day of each remaining month higher of the COBRA Payment Periodvalue at the time (a) the applicable Equity Award vested, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodor (b) when Executive first violated her obligations under Section 1.

Consideration. In I understand that in consideration of Employee’s for my execution of this AgreementRelease, Company agrees to: (a) pay me an amount equal to one year of my annual Base Salary ($475,000), less applicable deductions and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itwithholdings, the Company will provide Employee with the following severance benefits: payable in equal installments over a Severance Payment. The Company will pay Employee, as severance, the equivalent period of twelve (12) months of Employeemonths, in accordance with the Company’s base salary as regular payroll practices, commencing on the Company’s next regular payroll date following the expiration of the Separation Effective Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee in Section 15 herein); and (b) provided I timely elects continued and properly elect COBRA continuation coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985Company’s group medical insurance plans, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationCompany will continue to subsidize my coverage in such plan(s), the Company shall pay at no cost to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis me, until the earliest of: earlier of (i) twelve (12) months after the Separation DateJanuary 31, 2023; (ii) the date when Employee becomes eligible for substantially equivalent I become covered under another employer’s health insurance coverage in connection with new employment plan or self-employmentMedicare; or (iii) the date Employee ceases to be eligible for expiration of the maximum COBRA continuation coverage period for any reason, including plan termination which I am eligible under law (such period from the Separation Date through the earlier of (i)-(iii)together, the “COBRA Payment PeriodSeverance Benefits”). Notwithstanding the foregoing, if it is understood and agreed that (x) no payment shall be made or begin before the Effective Date of this Release; and (y) at any time the Company determines that its payment end of COBRA premiums on Employee’s behalf would result the period set forth in a violation of applicable law(b) above, then in lieu of paying COBRA premiums I shall be eligible to continue coverage, pursuant to COBRA, and shall be responsible for the entire COBRA premium(s) for the entirety of the applicable COBRA continuation period. It is further understood that, should I decline to sign this SectionRelease, I will still be eligible to continue participation in any of the Company shall pay Employee Company’s group insurance plans in which I am enrolled pursuant to COBRA at my own expense. I acknowledge that I will not accrue or earn any additional or supplemental benefits of any kind by virtue of any of the Severance Benefits described above. I acknowledge that, in the absence of my execution of this Release, I would not otherwise be entitled to these Severance Benefits. I further acknowledge that, upon receipt of my final paycheck on the last day Company’s next regular payroll date, and the Severance Benefits, I have received all wages and employment benefits due to me through the Termination Date, and I understand that, except as specifically provided in this Release, I am not entitled to any other payments for salary, severance, notice, vacations, holidays, sick leave, paid time off, compensatory time or other benefits of each remaining month any kind or to any other form or kind of the COBRA Payment Periodpayment, a fully taxable cash payment equal allowance or compensation, including but not limited to the COBRA premium for such month, less applicable federal, state short-term and local payroll taxes long-term disability insurance or benefits and other withholdings required by law, for the remainder of the COBRA Payment Periodlife insurance coverage.

Consideration. In 2.1 As consideration for the Services to be peformed by Consultant hereunder, Consultant will continue vesting of Employeeany option(s) granted to Consultant by Aligos to purchase shares of Aligos’s execution of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date common stock (the “Supplemental ReleaseEquity Grants”) and does not revoke it), the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary which as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided consist of a total of 27,147 shares that Employee timely elects continued coverage have not yet vested under the Consolidated Omnibus Budget Reconciliation Action of 1985Equity Grants. All Equity Grants shall continue to be subject to the terms and conditions set forth in the Aligos Therapeutics, Inc. 2018 Equity Incentive Plan (as amended) or the Aligos Therapeutics, Inc. 2020 Equity Incentive Plan (as amended), as amended applicable, (both plans collectivetly referred to herein as the “COBRAEquity Plans”) ). Subject to the terms and conditions of the Equity Plans and the applicable Aligos forms of stock option agreement included with the Equity Grants, for Employee and her covered dependents following Employee’s separationso long as the Consultant continues to provide continuous services to Aligos hereunder, the Company shall pay options under the Equity Grants will continue to health insurance provider vest pursuant to the full vesting schedule provided under the Equity Grants and become exercisable monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as until 100% of the Separation Datestock options covered by the Equity Grants are fully vest and excerisable. The COBRA coverage benefit Without limiting the terms and conditions set forth in the Equity Plans or the Equity Grants, for purposes of clarification, in the event of expiration or early termination of this Agreement and Consultant’s ceasing to provide continuous services to Aligos, Consultant’s vesting rights under the Equity Grants will be paid suspended on the effective date of the termination. 2.2 Consultant shall be reimbursed for any reasonable documented out-of-pocket expenses actually incurred by Consultant in the performance of the Services hereunder. Consultant shall maintain adequate books and records relating to any expenses to be reimbursed and shall submit requests for reimbursement, accompanied by a description of activities performed in rendering the Services, on a monthly basis until and in a form acceptable to Aligos. All reimbursement shall be sent in a monthly statement by email to Aligos at ▇▇▇▇▇▇▇▇▇.▇▇@▇▇▇▇▇▇.▇▇▇, copy to ▇▇@▇▇▇▇▇▇.▇▇▇. 2.3 Upon receipt by Aligos of copies of receipts or other appropriate evidence of expenditures by Consultant, Aligos shall reimburse Consultant for travel expenses actually incurred by Consultant in performing the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonServices, including plan termination (but not limited to expenses for coach class airfare, ground transportation, lodging and meals, provided that such period expenses are reasonable and necessary as determined by Aligos and approved in writing in advance by Aligos. Aligos shall not compensate Consultant for time spent traveling unless agreed otherwise in writing in advance by the Parties. 2.4 Aligos shall have the right to withhold from the Separation Date through the earlier of (i)-(iii)Consultant’s payment any taxes, the “COBRA Payment Period”). Notwithstanding the foregoingand/or to report payments, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less as required by applicable federal, state or local tax laws or regulations. Consultant acknowledges and local payroll taxes and other withholdings required agrees that it shall be Consultant’s sole obligation to report as self-employment income all compensation for Services received by law, for the remainder of the COBRA Payment PeriodConsultant from Aligos.

Consideration. In consideration a) Provided Employee has timely executed and not revoked this Agreement and otherwise complies with its terms, Employee shall receive the following separation benefits: i. The Company will retain and pay for all fees associated with ▇▇▇▇▇ ▇▇▇▇▇ partners board placement services not to exceed $240,000.00, subject to Employee providing the Company appropriate documentation demonstrating the services rendered to Employee. The Company agrees that it will receive benefits from Executive's service as a Board Member and therefore agrees that this payment will not be considered imputed income to the Employee; ii. SpartanNash shall pay all fees associated with Ayco Financial Consulting services through December 31, 2021; iii. SpartanNash shall pay all household moving expenses incurred in connection with Employee's relocation to Minnesota, not to exceed $20,000.00; iv. Employee shall be eligible to receive the payments set forth in Paragraph 2(b) below. b) Provided Employee has timely executed and not revoked this Agreement and timely executed and not revoked the release attached as Exhibit 3 (which must be executed on, but not before, Employee's Separation Date), continues to be reasonably available for consultation to the Company with respect to the transition of Employee’s execution of this Agreementher responsibilities and other legal matters pertaining to the Company, and provided that otherwise complies with their terms, Employee signs shall receive the Supplemental Release following additional separation benefits: i. Employee will receive a retention bonus in the amount of Claims attached hereto as Exhibit B on or within five (5) days of $300,000, less applicable taxes, withholdings and other deductions, to be paid in the next regularly scheduled payroll date following the Separation Date (Date. Employee agrees that such retention bonus is fair and adequate consideration for her retention services and for the “Supplemental Release”transition consulting assistance as required pursuant to Paragraph 2(b) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentabove; ii. The Company will pay for all fees associated with Ayco Financial Consulting services from through May 31, 2022; and iii. With respect to only Employee's potential employment as an in-house attorney or, subject to the express, written consent of the Company, not to be unreasonably withheld, service as severancea Board Member for a "Competitive Business," as defined in Paragraph 9(b) of the SpartanNash Employment Agreement entered into between you and the Company and attached hereto as Exhibit 1 (the "Employment Agreement"), the equivalent of Company shall waive the twelve (12) months of Employee’s base salary as month noncompetition restrictions set forth in Paragraphs 9(a)(i) and 9(a)(ii) of the Separation Date in of the gross amount Employment Agreement and Paragraph 3(a) of $512,500.00, subject the Company Post-Employment Competition Agreement entered into between you and the Company and attached as Exhibit A to standard payroll deductions the 2021 Long- Term Incentive Plan and withholdingsattached hereto as Exhibit 2 (the "Competition Agreement"). This amount will be paid in a single lump sum no later thirty (30) days after For the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action avoidance of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separationdoubt, the Company shall pay to health insurance provider does not waive the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is aforementioned "Competitive Business" restrictions as defined in effect for Employee (and her covered dependentsParagraph 9(b) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection Employment Agreement with new respect to any potential employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then non-legal position with any "Competitive Business," and any such other potential employment with a Competitive Business must first be expressly approved in lieu of paying COBRA premiums pursuant to this Section, writing by the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In The Company agrees to pay Arezone the following consideration of Employee(the “Separation Compensation”), contingent upon Arezone’s execution of this Agreement, and Arezone’s continued full compliance with the terms of this Agreement: a) In consideration for valuable consideration provided under this Agreement, the Company will continue to pay Arezone his existing base salary of $263,280, payable in biweekly installments during the Transition Period consistent with the Company’s current payroll practices. Arezone will not receive a bonus payment under the Company’s short-term cash incentive program in respect of performance for any part of 2018. During the Transition Period and with respect to fulfilling his obligations under ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇ shall be entitled to out of pocket expense reimbursement consistent with the Company’s travel and expense policy. b) In consideration for Arezone agreeing to the covenants set forth in Sections 3, 5, 7, 8 and 9 of this Agreement: i) Arezone’s nonqualified stock option award agreements dated March 2, 2016 and March 3, 2017 are each hereby amended to provide that Employee signs any of the Supplemental Release outstanding stock options granted pursuant to such agreements that remain unvested and unexercisable as of Claims attached hereto the end of the Transition Period shall continue to vest following the conclusion of the Transition Period, in accordance with the vesting schedule set forth in each such agreement, as Exhibit B if Arezone’s employment with the Company continued in effect through and including each applicable vesting date, and such stock options, once vested, shall continue to be exercisable for a period of two years following the conclusion of the Transition Period, but in no event later than the Date of Expiration as defined in such agreements (the “Option Consideration”); and ii) Arezone’s restricted stock unit award agreements dated March 2, 2016 and March 3, 2017 are each hereby amended to provide that any of the outstanding restricted stock units granted pursuant to such agreements that remain unvested as of the end of the Transition Period shall continue to vest following the conclusion of the Transition Period, in accordance with the vesting schedule set forth in each such agreement, as if Arezone’s employment with the Company continued in effect through and including each applicable vesting date (collectively with the Option Consideration, the “Consideration”); provided, however that in the case of both (i) and (ii) above, if Arezone breaches any of the covenants set forth in Sections 3, 5, 7, 8 or 9 of this Agreement in any material respect, his outstanding stock options shall terminate immediately and automatically upon such breach and shall not be exercisable following such breach regardless of the vested status of such stock options, and Arezone’s unvested restricted stock units shall be immediately and automatically forfeited upon such breach, in each case without further consideration or any act or action by Arezone. The stock options and restricted stock units granted to Arezone on or March 20, 2018 shall not continue to vest following the conclusion of the Transition Period, and the terms of such awards shall not be modified by this Agreement. c) The payments and other consideration described in Sections 2(a) and 2(b) shall be minus the deductions the Company considers appropriate for any local, state and federal income taxes, Social Security, Medicare and other analogous withholdings. The Company’s agreement to make the payments described in Sections 2(a) and 2(b) is specifically contingent upon Arezone executing this Agreement and not revoking the Agreement, as set forth in Section 11(f) below. To the extent the Separation Compensation becomes payable pursuant to the terms of this Agreement, the Company will begin to make such payments within five (5) business days (or, if later, on the first payroll date) after this Agreement becomes effective and not subject to revocation pursuant to Section 11(f) below. d) Arezone’s health insurance benefits with the Company shall continue on the same terms and conditions during the Transition Period, and cease to be effective at the conclusion of the Separation Date (Transition Period. Arezone shall be offered COBRA continuation following the “Supplemental Release”) conclusion of the Transition Period to the extent required by law and provided that Arezone timely elects continuation of medical benefits pursuant to COBRA, and does not revoke itbecome eligible for medical benefits under any other employer plan, the Company will provide Employee reimburse Arezone the monthly COBRA payment which Arezone makes, for a period not to exceed six (6) months. The extent to which Arezone may continue to participate in the Company’s other employee benefit plans during the Transition Period will be determined in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as written terms of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions applicable written plan documents and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage contracts governing those employee benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodplans.

Consideration. In consideration of Employee’s execution Subject to the terms and conditions set forth in this Agreement, if you choose to sign and return this Agreement by the required Deadline, you do not revoke the waiver in Section 6 of this Agreement, and provided that Employee signs you abide by the Supplemental Release other terms of Claims attached hereto as Exhibit B this Agreement, the Company agrees to provide you with the following consideration, less withholding for all applicable taxes and deductions: (a) beginning on or within five (5) days the next regular pay date following the Effective Date and continuing for the duration of the Separation Date (Transition Period, subject to your ongoing compliance with the “Supplemental Release”) terms and does not revoke itconditions of this Agreement, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider you an amount equal to $593,750, less applicable withholdings and deductions, if any (the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii“Transition Payment”), the “COBRA Payment Period”)payable in substantially monthly or semi-monthly installments. Notwithstanding the foregoing, if at any time should the Company determines that its payment terminate this Agreement for any reason prior to the end of the Transition Period (other than a termination for Cause (as defined in the Offer Letter (as defined below)), it shall, subject to the terms and conditions of this Agreement, remain obligated to pay you any outstanding portion of the Transition Payment on the same pay schedule it paid you during the Transition Period until the Transition Payment has been paid in full; (b) if you timely elect “COBRA” coverage under the Company’s group health plan, for each of the first fifteen (15) months following the Transition Date (or, if earlier, through the date of a termination for Cause) (the “COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this SectionPeriod”), the Company shall pay Employee offer continued coverage under the Company’s group health plan at active employee rates (the “COBRA Assistance”), which COBRA Assistance may be provided by direct payment by the Company or by reimbursement to you of the Company’s portion of the applicable COBRA premium, as determined by the Company; provided, however, that the coverage described in this Section 4(b) shall automatically and immediately cease, and you shall immediately give written notice thereof to Company, if (i) you become eligible to obtain coverage under a new employer’s health plan, or (ii) the Company may not provide such payments of premium costs without incurring tax penalties (including but not limited to excise taxes under Section 4980D of the Internal Revenue Code of 1986, as amended) or violating any requirement of the law provided, further, that the Company may modify the continuation coverage contemplated in this Section 4(b) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). To extent that you are liable for any federal, state, or local taxes in connection with the COBRA Assistance, subject to you promptly providing any information reasonably requested by the Company to determine the amount of any such tax liability, you will receive one or more “gross up” payment(s) to cover all such taxes, payable as soon as reasonably practical following the date you are required to remit such taxes, but in no event later than the last day of your taxable year following the year in which such taxes are remitted; (c) each remaining month of (i) the 250,000 RSUs granted on August 5, 2022 (including, but not limited to, the 41,666 RSUs that were eligible to vest on February 5, 2025), (ii) the 210,000 RSUs granted to you on April 4, 2023, and (iii) the 490,000 RSUs granted to you on November 15, 2024 (the “November 2024 RSUs”, and (i) – (iii), collectively, the “RSUs”) shall remain outstanding and eligible to vest for so long as you provide continuous services to the Company during the Transition Period, in each case, subject to the terms and conditions of the COBRA Payment Periodapplicable award agreement governing each applicable RSU and the terms and conditions of the Applied Blockchain, a fully taxable cash payment equal Inc. 2022 Incentive Plan, as amended, restated, or otherwise modified from time to time (the “2022 Plan”, and such vesting, the “RSU Continued Vesting”); provided, however, notwithstanding anything in the Restricted Stock Unit Award evidencing the November 2024 RSUs to the COBRA premium contrary, 81,666 of the November 2024 RSUs shall vest on June 1, 2025, subject to you providing continuous services to the Company through such date. Notwithstanding the foregoing, should the Company terminate this Agreement for any reason prior to the vesting of the unvested RSUs that would have vested during the Transition Period (other than a termination for Cause), and notwithstanding anything in the Restricted Stock Unit Awards evidencing the RSUs to the contrary, all such monthunvested RSUs shall, less applicable federalsubject to the terms and conditions of this Agreement, state vest immediately; and (d) The 612,500 PSUs granted to you on November 15, 2024 (the “PSUs”) will remain outstanding and local payroll taxes eligible to vest in the event all of the Vesting Conditions (as defined in Section 2.2 of that certain Performance Stock Unit Award dated as of November 15, 2024 (as amended, restated, or otherwise modified from time to time, the “PSU Award Agreement”)) are satisfied by April 30, 2026 (or, if earlier, the date of termination for Cause) or, if earlier, upon the consummation of a Change of Control (as defined in the PSU Award Agreement)). In the event all of the Vesting Conditions are not satisfied by April 30, 2026 (and you have not been terminated for Cause), 306,250 of the 612,500 PSUs will remain outstanding and eligible to vest in the event all of the Vesting Conditions are satisfied on or prior to December 31, 2027 (or, if earlier, upon the consummation of a Change of Control (as defined in the PSU Award Agreement), in each case, subject to the terms and conditions of the 2022 Plan and the PSU Award Agreement (the foregoing, together with the RSU Continued Vesting, the “Continued Vesting”). In the event all of the Vesting Conditions are not satisfied by April 30, 2026, the remaining 306,250 of the PSUs shall automatically, without further action, notice, or deed, be forfeited, effective as of such date, without payment of consideration therefor. Additionally, all RSUs that are scheduled to vest after the last day of the Transition Period shall automatically, without further action, notice, or deed, be forfeited, effective as of the Transition Date, without payment of consideration therefor. You acknowledge that you are not otherwise entitled to the severance and other withholdings required by lawconsideration under any severance policy, plan, program, agreement, or otherwise and that the Company would not agree to provide you with these severance payments and benefits and other consideration without your general release of claims and other promises in this Agreement. You also agree that these severance payments and benefits and other consideration constitute good and valuable consideration for your general release of claims and other promises in this Agreement. Notwithstanding the remainder of foregoing to the contrary, the Company’s aggregate payment obligation under Section 4 shall be limited to $1,000 (and the COBRA Payment PeriodAssistance and Continued Vesting shall become null and void) if the waiver contemplated in Section 6 does not become effective on the 8th day after the date of this Agreement.

Consideration. In consideration 3.1 Schnitzer shall modify certain of EmployeeChristopher’s execution outstanding equity awards which would otherwise be forfeited upon his resignation as follows: a. Unvested restricted stock units which would have vested on June 1, 2014 but would otherwise be forfeited upon Christopher’s resignation shall be modified to vest on the first anniversary of this Agreementthe Effective Date as set forth in the modified award agreements attached as Exhibits 1-5; b. LTIP performance shares which would have vested on October 31, 2013 but would otherwise be forfeited upon Christopher’s resignation shall be modified to vest on the first anniversary of the Effective Date based on the level of performance during the performance period certified by the Compensation Committee of Schnitzer’s Board of Directors (the “Committee”) and provided that Employee signs shall be payable in accordance with the Supplemental Release terms of Claims the modified award agreement attached hereto as Exhibit B 6; c. NIR RSUs which would have vested during Schnitzer’s Fiscal 2014 but would otherwise be forfeited upon Christopher’s resignation shall be modified to vest as they mature based on the level of performance under the terms of the relevant award agreement certified by the Committee as set forth in the modified award agreements attached as Exhibits 7-9. 3.2 For the 12-month period commencing September 1, 2013, Schnitzer shall pay ▇▇▇▇▇▇▇▇▇▇▇ $2,620 each quarter in arrears, with the first payment due on or before December 15, 2013 and each subsequent payment due within five (5) 15 days of the Separation Date end of the quarter, which ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ elect to use to purchase medical, dental and vision benefits; provided, that Schnitzer shall not be obligated to make any payments to ▇▇▇▇▇▇▇▇▇▇▇ for any period that ▇▇▇▇▇▇▇▇▇▇▇ is receiving medical, dental or vision benefits from a subsequent employer during such 12-month period, and any such benefit actually received by ▇▇▇▇▇▇▇▇▇▇▇ shall be reported to Schnitzer. 3.3 Schnitzer shall pay ▇▇▇▇▇▇▇▇▇▇▇ a one time, lump sum severance payment of $125,000 (One Hundred Twenty-Five Thousand Dollars) in twelve regular monthly installments beginning on August 31, 2013; provided that the “Supplemental Release”Company shall deduct from such payments the FICA taxes due with respect to the restricted stock units in Section 3.1(a) and does not revoke it, the Company performance shares in Section 3.1(b). 3.4 ▇▇▇▇▇▇▇▇▇▇▇ shall be permitted to retain his current cell phone number. Schnitzer will provide Employee cooperate in communicating with the following severance benefits: a Severance Payment. The telephone Company will pay Employee, as severance, provider to ensure that ▇▇▇▇▇▇▇▇▇▇▇ is able to maintain this phone number. 3.5 On the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided Christopher’s vested options for 4,404 shares that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985expire November 29, as amended (“COBRA”) 2015, unvested options for Employee 14,803 shares having an August 28, 2014 vesting date, all other unvested equity awards and her covered dependents following Employee’s separation, the Company shall pay any right to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment any Fiscal 2013 AICP or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its other bonus payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodare forfeited.

Consideration. In As express consideration of for Employee’s execution of and compliance with the terms of this Agreement, Agreement and the execution of the short period release set forth in Exhibit A on the Retirement Date (the “Short Form Release”) and provided that Employee signs you have not exercised your right to revoke the Supplemental Short Form Release within seven days of Claims its execution, Employer agrees to enter into a four year consulting agreement with you dated April 3, 2021 (the form of which is attached hereto as Exhibit B B) and to be executed concurrently with the effective time of separation of employment by retirement on or within five (5the Retirement Date pursuant to Section 15(e) days of the Separation Date hereof (the “Supplemental ReleaseConsulting Agreement”) ). The Consulting Agreement includes a yearly payment of $250,000 for the services set forth therein and does not revoke ita yearly payment of $35,000 as a health care stipend to assist Employee in the payment of his health costs and health insurance. If Employee is enrolled, Employee’s medical and dental insurance coverage will continue until the Company will provide last day of the month in which Employee’s employment terminates. If Employee properly and timely elects to continue medical and/or dental group insurance coverage under the Company’s Employee Benefits Plan in accordance with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent continuation requirements of twelve COBRA (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended (“COBRA”) for amended), Employee and her covered dependents following Employee’s separation, the Company shall pay may be entitled to health insurance provider the full monthly COBRA premiums necessary elect to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The such COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodeligibility period, at Employee’s own expense. Employee will receive information from Aetna on how to continue this insurance; it is Employee’s responsibility to coordinate continuation coverage with Aetna. If during the COBRA eligibility period, Employee becomes employed by a third party and is eligible for coverage under the group benefits plan of the new employer, Employee must notify the Employer in writing of such new employment so that the Employer receives such notification prior to the commencement of this employment. Such notice shall be delivered to Systemax Inc., Attn: Benefits Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

Consideration. In 4.1 The Allottee hereby agrees to purchase from the Promoter the said Apartment for the consideration of Employee’s Rs (Rupees only) including Rs. ................... (Rupees only) being the proportionate price of the common areas and facilities appurtenant to the said Apartment. The nature, extent and description of the common areas and facilities (‘Real Estate Project Amenities’) are more particularly described in the Third Schedule written hereunder and Happinest Palghar Project 1 Amenities as described in Fourth Schedule. 4.2 The total consideration amount for the apartment is Rs. /- (Rupees Only ), which shall be subject to tax deducted at source (‘TDS’), if applicable, at applicable rates (“Total Consideration”). 4.3 The Allottee has paid on or before execution of this AgreementAgreement a sum of Rs. (Rupees only) (not exceeding 10% of the Total Consideration) as advance payment or application fee (the payment and receipt hereof, the Promoter doth hereby admits and provided that Employee signs acknowledges) and hereby agrees to pay to the Supplemental Release Promoter the balance amount of Claims attached hereto Rs............................ (Rupees ...................................... only) in the following manner:- Sr. No Schedule Description % of Total Consideration Consideration Amount payable (In Rs.) GST (In Rs.) Total Consideration amount alongwith GST (in Rs.) 1 Paid before execution of this Agreement 10% As applicable 2 To be paid immediately after the execution and registration of Agreement 10% 3 On or before 30th day from the date of registration of the Agreement 10% 4 To be paid on completion of the Plinth of the Building 15% 5 To be paid on completion of all the slabs 25% 6 To be paid on completion of the walls, external plaster, floorings doors and windows of the said Apartment 5% 7 To be paid on completion of the , staircases, lift ▇▇▇▇▇, lobbies upto the floor level of the said Apartment, internal plumbing , elevation, terraces with waterproofing, of the building 10% 8 To be paid on completion of sanitary fittings , the lifts, water pumps, electrical fittings, electro, mechanical and environment requirements, entrance lobby/s, plinth protection, paving of areas appertain and all other requirements as Exhibit B may be prescribed in this Agreement 10% 9 To be paid at the time of handing over of the possession of the Apartment to the Allottee on or within five after receipt of occupancy certificate or completion certificate, as the case may be. 5% 4.4 The aforesaid Total Consideration shall be paid by the Allottee to the Promoter in installments stipulated above by Cheque / Pay Order/ Demand Draft issued in favour of “Mahindra Happinest Developers Limited” at with , Branch with IFSC Code (5) days “the said Account”). 4.5 The Total Consideration as mentioned above excludes taxes paid or payable by the Promoter, and/or which are recoverable from the Allottee, at applicable rates from time to time by way of the Separation Date Goods and Services Tax (the “Supplemental ReleaseGST”) and does Cess or any other similar / indirect taxes which may be levied, in connection with the construction of the Real Estate Project and/or with respect to the said Apartment and/or this Agreement upto the date of handing over the possession of the said Apartment. It is clarified that all such taxes, levies, duties, cesses (whether applicable/payable now or which may become applicable/payable in future) including GST and all other indirect and direct taxes, duties and impositions as may be applicable, levied / increased, from time to time, by the Central Government and/or the State Government and/or any local, public or statutory authorities / bodies on any amount payable under this Agreement and/or on the transaction contemplated herein and/or in relation to the said Apartment, shall be borne and paid by the Allottee alone and the Promoter shall not revoke itbe liable to bear or pay the same or any part thereof. 4.6 The Total Consideration is escalation-free, save and except escalations/increases, due to increase on account of development charges payable to the competent authority and/or any other increase in charges which may be levied or imposed by the competent authority, Local Bodies/Government from time to time. The Promoter undertakes and agrees that while raising a demand on the Allottee for increase in development charges, cost, or levies imposed by the competent authorities etc., the Company will provide Employee Promoter shall enclose the said notification/order/rule /regulation/demand, published/issued in that behalf to that effect along with the following severance benefits: a Severance Payment. demand letter being issued to the Allottee. 4.7 The Company will pay Employee, as severance, Promoter shall confirm the equivalent of twelve (12) months of Employee’s base salary as final carpet area that has been allotted to the Allottee after the construction of the Separation Date Building in the gross amount Real Estate Project is complete and the occupancy certificate is granted by the competent authority, by furnishing details of $512,500.00the changes, if any, in the carpet area, subject to standard payroll deductions and withholdingsa variation cap of 3% (three percent). This amount will The Total Consideration payable for the said Apartment on the basis of the carpet area of the Apartment, excluding the consideration for the common areas, shall be recalculated upon confirmation of the final carpet area by the Promoter. If there is any reduction in the carpet area within the defined limit of 3% (three percent) then the Promoter shall refund the excess money paid in a single lump sum no later thirty by Allottee within 45 (30forty-five) days after with an annual interest at the Supplemental Release Effective Daterate specified in the RERA Rules, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) from the date when Employee becomes eligible for substantially equivalent health insurance coverage such an excess amount was paid by the Allottee. If there is any increase in connection the carpet area allotted to Allottee, the Promoter shall demand additional amount from the Allottee, which shall be payable by the Allottee prior to taking possession of the said Apartment. All these monetary adjustments shall be made at the same rate per square meter as agreed in this Agreement and shall be subject to TDS and applicable taxes. 4.8 The Allottee authorizes the Promoter to adjust/appropriate all payments made by him/her under any head(s) of dues against lawful outstanding, if any, in his/her name as the Promoter may in its sole discretion deem fit and the Allottee undertakes not to object/demand/direct the Promoter to adjust his/her payments in any manner. 4.9 Incase the provisions of section 194 IA of the Income Tax ▇▇▇ ▇▇▇▇ are applicable, the Allottee is required to deposit 1% of Total Consideration, wherever applicable, as tax deducted at source (TDS) with new employment Government of India. The Allottee shall have option to pay entire TDS on the Total Consideration or self-employment; or (iii) pay TDS on each installment as per the Payment Plan. The copy of the TDS certificate shall be submitted by the Allottee to the Promoter within 15 days from the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period of making payment of entire TDS or from the Separation Date through payment of each installment amount as the earlier case may be. Non- submission of (i)-(iii)TDS certificate within stipulated timeline shall be construed as default in the payment. In case the Allottee has paid TDS @1% of the Total Consideration and has submitted to the Promoter the requisite TDS certificate and thereafter, the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment event of COBRA premiums on Employee’s behalf would result in a violation of applicable lawCancellation/Termination arises, then in lieu the amount of paying COBRA premiums pursuant to this Section, TDS paid by the Company Allottee shall pay Employee on be refunded by the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal Promoter to the COBRA premium for Allottee only upon completion of Termination / Cancellation formalities / documentation and such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrefund amount shall not carry any interest.

Consideration. A. In consideration of Employee’s execution the Trademark license and the NDA for the Ovcon(R) Products being made available to WCL, WCL agrees to compensate BMS as follows: 1. If WCI does not terminate the Copromotion Agreement prior to December 31, 2003, WCL will pay BMS a royalty in the amount of this Agreement, and provided that Employee signs the Supplemental Release [REDACTED] of Claims attached hereto as Exhibit B on or within five (5) days all Net Sales of the Separation Date (Product in the “Supplemental Release”) and does not revoke itTerritory during the Agreement Term, plus, if the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Commercial Launch of the Separation Date Product occurs during the Copromotion Term, (as defined in the gross amount of $512,500.00Copromotion Agreement): (a) the difference, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateif any, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: between (i) twelve (12) the Net Sales of Ovcon(R)35 in the Territory during the [REDACTED] months after preceding the Separation Date; month of the Commercial Launch of the Product, and (ii) the Net Sales of Ovcon(R)35 in the [REDACTED] following the Commercial Launch of the Product; plus (b) the difference, if any, between (i) the Net Sales of Ovcon(R)35 in the Territory during the [REDACTED] preceding the month of the Commercial Launch of the Product, and (ii) the Net Sales of Ovcon(R)35 in the [REDACTED] months following the Commercial Launch of the Product; plus (c) the difference, if any, between (i) the Net Sales of Ovcon(R)35 in the Territory during the [REDACTED] months preceding the month of the Commercial Launch of the Product and (ii) the Net Sales of Ovcon(R)35 in the [REDACTED] months following the Commercial Launch of the Product. It is understood that that payments set forth in Articles V(A)(1)(a) through (c) above are intended to insure that the Product does not convert existing Ovcon(R)35 sales, and that there shall be no credit, offset or other payment due from BMS or any of its Affiliates to WCL as a result of any of those differences being a negative number. 2. In the event that WCI terminates the Copromotion Agreement prior to December 31, 2003 and such termination is not due to a Substantial Disruption of the Market or an uncured breach of the Copromotion Agreement by Apothecon, WCL will pay BMS a royalty of [REDACTED] of Net Sales of the Product dating from the effective date when Employee becomes eligible of the termination of the Copromotion Agreement. 3. In the event that WCI terminates the Copromotion Agreement prior to December 31, 2003 due to a Substantial Disruption of the Market or an uncured breach of the Copromotion Agreement by Apothecon, WCL will pay BMS a royalty of [REDACTED] of Net Sales of the Product dating from the effective date of the termination of the Copromotion Agreement. 4. In the event Apothecon terminates the Copromotion Agreement prior to December 31, 2003 due to an uncured breach by WCI or pursuant to Sections 12(b)(i) or (ii) of the Copromotion Agreement (i.e., for substantially failure to meet the prescription goals set forth therein), WPC will pay BMS a royalty of [REDACTED] of Net Sales of the Product dating from the effective date of the termination of the Copromotion Agreement. B. As used in Article V(A), herein, "Net Sales" of Ovcon(R)35 is as defined in the Copromotion Agreement, and "Substantial Disruption of the Market" means: (a) the commercialization of an AB rated generic version or equivalent health insurance coverage in connection with new employment or self-employmentof Ovcon(R)35; or (iiib) APOTHECON'S inability to supply Ovcon(R)35 for [REDACTED] consecutive days; or (c) a material recall or other regulatory or governmental action affecting the date Employee ceases to be eligible availability of Ovcon(R)35 for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodsale.

Consideration. In consideration of Employee’s execution the payments and benefits provided under this Agreement and subject to Executive signing (and not revoking) this Agreement and complying with all of the terms and conditions of this Agreement: during Executive’s continuous employment with the Company, (a) Executive will (x) continue to receive Executive’s current annual base salary of $492,000 through the Transition Date (the “Current Base Salary”) and provided that Employee signs (y) for the Supplemental Release Remaining Employment Period, receive an annual base salary of Claims $246,000; (b) Executive will receive Executive’s 2026 annual cash incentive award at target performance level based on the Current Base Salary, payable at the same time annual bonuses are paid to other employees of the Company; (c) subject to the immediately following clause (d), Executive’s equity-based awards will vest in accordance with the terms of the corresponding award agreement through the Separation Date; (d) subject to Executive’s execution and non-revocation of the supplemental release attached hereto as Exhibit B on or within five (5) days of the Separation Date A (the “Supplemental Release”) and does not revoke it), Executive will receive the Company will provide Employee severance benefits applicable to Executive under the Severance Plan (including with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00respect to equity-based awards), subject to standard payroll deductions the terms therein (provided that Executive acknowledges and withholdings. This amount will agrees that the 2026 target annual bonus provided pursuant to the foregoing clause (b) shall be paid in a single lump sum no later thirty full satisfaction of Executive’s right to the AIP Target Bonus under the Severance Plan); and (30e) days after except as provided herein, Executive shall remain eligible to participate in the Supplemental Release Company’s benefit plans in the same manner and at the same level as applied to Executive as of immediately prior to the Effective Date. For the avoidance of doubt, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve the Base Salary (12as defined in the Severance Plan) months after used to determine benefits payable under the Separation Date; Severance Plan shall be equal to the Current Base Salary, and (ii) Executive’s execution and non-revocation of both this Agreement and the date when Employee becomes eligible for substantially equivalent health insurance coverage Supplemental Release, in connection each case in accordance with new employment or self-employment; or the terms herein and therein, shall be deemed to satisfy Executive’s obligation under Section 5.5 of the Severance Plan to execute and not revoke the Release (iii) as defined in the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”Severance Plan). Notwithstanding the foregoing, if at Executive acknowledges and agrees that, as of the Effective Date, Executive shall not be eligible for any time new grants of annual cash incentive awards or equity incentive awards. In the Company determines that its payment of COBRA premiums on Employeeevent Executive voluntarily resigns Executive’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant employment for any reason prior to this Sectionthe Separation Date, the Company shall pay Employee on cease to provide the last day of each remaining month compensation set forth in this Section 4 (other than the payments set forth in Section 5.6 of the COBRA Payment PeriodSeverance Plan), a fully taxable cash payment equal to unless otherwise required under the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcompensation plan or agreement.

Consideration. In consideration of Employee’s execution 5.01 For services rendered under this Agreement, COUNTY will pay to CONTRACTOR an amount not to exceed $100,000.00, in accordance with Exhibit "B". Requests for budget revisions shall be submitted by CONTRACTOR to COUNTY for approval. 5.02 CONTRACTOR will submit to the COUNTY JUDGE'S OFFICE, as denoted under ARTICLE XX1, Section 21.01 of this Agreement, on a monthly basis, no later than ten (10) business days after the close of each month, an itemized billing package and provided that Employee signs performance report for the Supplemental Release of Claims prior month, the formats for which are attached hereto and incorporated by reference herein as Exhibit B on "C". A copy of these reports should also be sent to County's Executive Office and Budget and Management Department. 5.03 CONTRACTOR shall provide written confirmation that the individuals listed in the monthly report reside in ▇▇▇▇▇▇▇ County or within five (5) days fulfill one of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymenttwo priority areas listed in Article III. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as Should any of the Separation Date individuals listed in Exhibit "C" monthly report relocate outside ▇▇▇▇▇▇▇ County or not fulfill one of the gross two priority areas listed in Article III, that person shall be immediately removed from the Initiative. CONTRACTOR may, with written approval by the COUNTY, replace that individual but may only ex 5.04 pend the balance of the funds allocated to the slot of the individual that was removed. 5.05 CONTRACTOR shall submit to the COUNTY JUDGE'S OFFICE such other reports as may be requested by COUNTY to document CONTRACTOR'S liabilities under this Agreement. 5.06 After receipt of and approval by COUNTY of CONTRACTOR'S billing package, COUNTY shall pay to CONTRACTOR w i t h i n t h i r t y ( 3 0 ) d a y s an amount equal to the total amount of $512,500.00such billing package or in equal monthly installments, subject to standard payroll deductions deduction of any costs not allowed under the program. Delinquent or unacceptable billing and withholdings. This amount will be paid in a single lump sum no later reporting to COUNTY by CONTRACTOR, however, shall excuse delay of payment by COUNTY. 5.07 Within thirty (30) working days after of COUNTY' s written request, CONTRACTOR shall refund to COUNTY any sum of money paid by COUNTY to which COUNTY has determined: a. Resulted in overpayment to CONTRACTOR; b. Has not been spent by CONTRACTOR strictly in accordance with the Supplemental Release Effective Dateterms of this Agreement; or c. Is not supported by adequate documentation to f u l l y j u s t i f y the expenditure. 5.08 Upon termination of this Agreement, as defined therein. i f a p p l i c a b COBRA. Provided that Employee timely elects continued coverage under l e , all unclaimed (30 days or older) salaries and wages must be returned to COUNTY in the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest offormat: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.a.

Consideration. In consideration of The Company and employee agree as follows: A. On the Separation Date, employee was separated from the company and received all compensation due to him, including his final paycheck and accrued but unused vacation pay and no further payments are due to employee for wages and or reimbursable expenses incurred prior to the Separation Date; B. Employee’s execution benefits, including medical and dental insurance, will remain if full force and effect up to and including September 30, 2005. Thereafter, employee will have the ability to elect COBRA if he so elects; C. Upon receipt of this Agreementsigned Separation Agreement and Release, and provided that return of all Company property (including, but not limited to, computers, cell phones, AMEX Cards, keys, and the like) Employee signs will be entitled to receive: $200,000.00 less standard withholdings, payable as follows: the Supplemental Release $200,000.00 will be paid over a six (6) month period. This six (6) month period shall be referred to as the “Severance Period”. Such payment will be processed in the ordinary course of Claims attached hereto business, on the established payroll dates of the Company, beginning on the first regularly scheduled payroll period after the revocation periods set forth in Section 4 herein have expired. The payment of the $200,000.00 shall be treated as wages. In addition, Employee will receive a payment in the amount of $45,981.00, representing Employee’s Q1 2005 Bonus/Commission compensation calculated in accordance with Exhibit B A (“Q1 2005 Bonus/Commission Payment”). The Q1 2005 Bonus/Commission Payment will be paid through the established payroll of the Company on or within five (5) days of April 30, 2005; D. Employee’s unvested stock options will be canceled on the Separation Date (pursuant to the “Supplemental Release”) terms and does not revoke it, conditions set forth in the Company SeeBeyond Stock Option Plan. Employee will provide Employee with have 90 days from the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as end of the Separation Date in the gross amount of $512,500.00, subject Severance Period to standard payroll deductions exercise any stock options (if any) that were vested and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) outstanding as of the Separation Date. The COBRA coverage benefit ; thereafter, all such stock options will be paid on a monthly basis until cancelled; Throughout the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Severance Period, Employee becomes eligible for substantially equivalent health insurance coverage in connection agrees to cooperate with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the event the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodneeds information and/or documentation and/or reasonable services.

Consideration. In consideration of Employee’s execution the rights granted UniCAD Companies hereunder to market CBDS and UniCAD Derivative Works (excluding Unisolve Products), UniCAD shall make aggregate royalty payments to Nortel in the amount of [** ], payable in installments of [** ] at the end of each of the first six (6) calendar quarters following the Effective Date, and installments of [** ] at the end of each of the next fourteen (14) calendar quarters thereafter. The first such installment shall be due and payable on the last day of the first three (3) full calendar months following the Effective Date. UniCAD may, at any time and in UniCAD's sole discretion, pay all or any portion of the above payments in advance. Upon payment in full by UniCAD of all the above payments (whether paid in advance or otherwise), **Confidential treatment has been requested for certain portions of this document. (i) Nortel shall not be entitled to suspend or terminate the licenses granted to UniCAD Companies pursuant to this CBDS License Agreement, and (ii) all licenses granted to UniCAD Companies pursuant to this CBDS License Agreement (excluding licenses to Unisolve Products) with respect to the software set out in Schedule A shall be fully paid, in each case notwithstanding any other provision of this CBDS License Agreement and provided notwithstanding any termination of this CBDS License Agreement. With respect to all sublicensing after the Effective Date of Unisolve Products to End-Users by UniCAD Companies or Distributors, UniCAD shall pay Nortel a royalty of [** ] of the license fee (excluding support and maintenance fees, sales taxes and shipping charges), either paid-up or periodic, that Employee signs a UniCAD Company receives from either the Supplemental Release of Claims attached hereto End-User or a Distributor, as Exhibit B applicable. Such [** ] royalty shall be payable on or all such sublicenses granted within five (5) days of years following the Separation Date Effective Date. Commencing five (5) years following the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined thereinall licenses granted herein with respect to Unisolve Products shall be fully paid, notwithstanding any other provision, or termination, of this CBDS License Agreement, and Nortel shall not be entitled to suspend or terminate such licenses. b COBRANortel Companies expressly acknowledge that such [** ] royalty shall not be payable with respect to sublicenses of Derivative Works of Unisolve that are not Unisolve Products, and that the only compensation payable to Nortel Companies with respect to such sublicenses is the fixed amount royalty described in the first paragraph of this Article 7. Provided that Employee timely elects continued coverage UniCAD Companies and Distributors shall structure their license fees and support costs for Unisolve Products in conformance with EDA industry standard pricing practices vis-a-vis the relative amounts charged End-Users for, on the one hand, the right to use a Unisolve Product (hereinafter the "License Fee") and, on the other hand, support and maintenance services for such Unisolve Product (hereinafter the "Support Charges"). Furthermore, in making any offers to potential End-Users or Distributors to discount a UniCAD Company's catalog prices for License Fees and Support Charges, such discounts shall be made in conformance with EDA industry standard discounting practices vis-a-vis the relative price reductions for License Fees and Support Charges. Royalty payments with respect to Unisolve Products shall be made on either a per-Seat or a paid-up corporate license fee basis. Notwithstanding any term or provision of this Article 7 or any other term or provision of this CBDS License Agreement, UniCAD shall not be obliged to pay royalties to Nortel with respect to the licensing by UniCAD Companies or Distributors of BS2DD and translator software programs which are Derivative Works thereof. CCT hereby guarantees and warrants the payment by UniCAD of all the fees and royalties payable by UniCAD to Nortel under the Consolidated Omnibus Budget Reconciliation Action terms of 1985, as amended (“COBRA”) this Article 7. **Confidential treatment has been requested for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as certain portions of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddocument.

Consideration. In consideration of Employee’s execution of for the covenants undertaken and the releases given by Employee in this Agreement, Agreement and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B A, subject to Paragraph 2(b), provided Employee: signs and returns this Agreement within 21 days of receipt; does not revoke her signature on or this Agreement; signs and returns the Supplemental Release within five (5) 21 days of the Separation Date (but not earlier than the “Supplemental Release”) Separation Date); and does not revoke ither signature on the Supplemental Release, the Company will agrees to provide Employee with the following severance benefits: a Severance Payment. Separation Payment and the Supplemental Release Payment (together, the “Settlement Payments”) as follows: a. The Company will shall pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in Employee the gross amount of one million and seven hundred and fifty thousand dollars ($512,500.001,750,000), subject to standard payroll deductions less statutory taxes and withholdingswithholdings (the “Separation Payment”). This amount The Separation Payment will be paid in a single lump sum no later one installment to occur within thirty (30) days after the Separation Date. The Company will issue a Form W-2 in the regular course of business for the Separation Payment. b. The Company shall pay Employee the gross amount of five hundred thousand dollars ($500,000), less statutory taxes and withholdings (the “Supplemental Release Effective Payment”). The Supplemental Release Payment will be paid in one installment to occur within thirty (30) days after Employee executes the Supplemental Release (provided she does not revoke it). The Company will issue a Form W-2 in the regular course of business for the Supplemental Release Payment. c. After the Employee’s Separation Date, as defined therein. b COBRA. Provided that the Company will also provide Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended Company’s CNA Health and Group Benefits Program and the CNA Insured Health and Group Benefits Program (“COBRAthe Plans”), including dental and vision coverage, Accidental Death & Disability, contributory life insurance, and dependent life insurance at the Employee’s active rate for fourteen (14) months following the Separation Date (“Benefit Period”) if: (a) Employee was enrolled in that particular coverage on the Separation Date; (b) Employee elects to receive that continued coverage; and (c) Employee is not eligible for coverage under the plans of another employer, which is comparable to the terms and conditions of the plan Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is enrolled in effect for Employee (and her covered dependents) as of the Separation Date. The Employee’s separate eligibility for continuation of health insurance as provided by the federal law known as COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after begins to run at the Separation Date; (ii) . Employee agrees to notify the date when Employee Company promptly if she becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) under another employer’s comparable plans. To the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable extent required by federal tax law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment an amount equal to the COBRA difference between the premium that Employee would be required to pay for such monthcoverage under COBRA and the active employee rate will be reported as taxable income to Employee, less and Employee will pay to the Company an amount equal to the applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodtax withholding on such amount.

Consideration. In consideration for the term and conditions of Employeethe Transition Plan described above, Executive and Company have agreed as follows: a. Executive will continue to receive salary and benefits through Termination Date; and b. Executive’s execution salary will be amended as follows: i. For the period of the Effective Date through March 31, 2020, Executive will receive his current salary and benefits; and ii. For the period of April 1, 2020 through May 31, 2020, Executive will receive salary equal to an annual salary of $350,000.00 for his advisory services and his current benefits; and iii. For the period of June 1, 2020 through the Termination Date, Executive will receive salary equal to $5,000 per month and his current benefits; and c. Executive will not be eligible to be considered to receive a 2020 annual equity grant prior to his termination date; provided however that, to the extent that the Company elects to grant executives equity in lieu of cash bonus for the fiscal year 2019, Executive will be eligible for such grant; and d. With regard to all vested and unexercised stock options that Executive may beneficially own as of September 30, 2020, all Equity Award agreements related thereto shall be amended to provide Executive until one (1) year following the Termination Date to exercise such stock options. e. With regard to any unvested Equity Awards, or unvested portions thereof, such unvested awards shall be deemed forfeited by Executive as of September 30, 2020. To the extent necessary and appropriate, Executive will timely execute any document(s) as reasonably requested by the Company to affect such forfeiture(s). f. Company and Executive will execute concurrently herewith the General Release and Settlement, attached hereto as Exhibit A and incorporated herein by reference; and g. Executive expressly states that his resignation hereunder is without cause and is not resignation for Good Reason; and h. Executive expressly agrees and acknowledges that the Consideration described above and in Exhibit A is the full and final consideration due and owing under this Agreement, and provided that Employee signs further that, except the Supplemental Release of Claims attached hereto 2019 bonus equity award as described in Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itA, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Termination Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage all unvested Equity Awards granted under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, Plan will forfeit to the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as benefit of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. a) In consideration of Employee’s execution of the releases and promises set forth in this Agreement: i. the Company shall pay Executive the sum of $420,420, representing an amount equal to one times Executive’s Base Salary (as defined in the Employment Agreement), less all applicable withholdings, deductions and provided that Employee signs taxes as required by law, payable in one lump sum within thirty days after the Supplemental Release of Claims attached hereto Effective Date (as Exhibit B on or within five (5defined in Section X below) days of the Separation Date (the “Supplemental ReleaseSeparation Payment”) and does not revoke it, ); ii. all of the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary unvested stock options held by Executive as of the Separation Date as listed on Exhibit A shall fully vest on the Separation Date and not be subject to forfeiture; and iii. the Company shall reimburse Executive for reasonable legal fees in an amount not to exceed $10,000 that the gross amount Executive incurs in connection with the negotiation of $512,500.00this Agreement, subject to standard payroll deductions the delivery of appropriate documentation thereof and withholdings. This amount will be paid in a single lump sum no later provided that the Executive shall submit invoices to the Company within thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as incurrence of the expense. b) The Separation DatePayment will be reported on an IRS Form W-2. The COBRA coverage benefit Executive understands, acknowledges and agrees that the Separation Payment will be paid on a monthly basis until by the earliest ofCompany, provided: (ia) twelve Executive is not in breach of any term, condition, warranty, representation, covenant or provision of this Agreement, (12b) months after Executive does not revoke the Agreement within the Revocation Period described in Section IX below; and (c) Executive first returns a signed and dated copy of this Agreement to the Company. Executive acknowledges that the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases Payment and other consideration to be eligible for COBRA continuation coverage for any reason, including plan termination (such period provided under the terms of this Agreement is not an entitlement and shall serve as good and sufficient consideration of the promises made by Executive herein. Executive further acknowledges that the Separation Payment to be paid under this Agreement is due solely from the Company and that Insperity has no obligation to pay the Separation Date Payment even though its payment may be processed through Insperity. c) Executive acknowledges and agrees that the earlier Compensation Committee of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time Board of the Company determines that its payment has not established an annual bonus target for Executive or any related performance goals for an annual bonus for Executive and, therefore the pro rata portion of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums the annual performance-based cash bonus for fiscal year 2024 owed to Executive pursuant to this Section, the Company shall pay Employee on the last day of each remaining month Section 7(d)(ii) of the COBRA Payment Period, a fully taxable cash payment equal Employment Agreement shall be deemed to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodbe $0.

Consideration. In consideration of (a) The parties agree that the Employee’s gross accrued and unpaid wages and vacation pay total $5,076.92 and the Company will pay such amount to Employee in cash subject to normal withholding taxes simultaneously with the execution of this Agreement, and provided that . (b) Company will pay Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date $30,000.00 (the “Supplemental ReleaseSeparation Payment”). Funds representing the Separation Payment will be immediately forwarded by the Company and held in escrow by Johnson, Pope, ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, attention ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. (“Escrow Agent”) by wire transfer upon execution of this Agreement by all parties, execution of the Tax Indemnity and Stock Escrow Agreement by all parties and receipt of the Escrowed Shares of the Employee by the Escrow Agent, as more fully described in the Tax Indemnity and stock Escrow Agreement. If the Employee does not revoke itthis Agreement during the seven (7) day revocation period as described in Section 14 below and further provided that the Employee has delivered the Escrowed Shares to the Escrow Agent pursuant to the Tax Indemnity and Stock Escrow Agreement, the Escrow Agent will promptly remit the Separation Payment to Employee upon expiration of the seven (7) day revocation period. (c) Employee will be issued a W-2 at the end of the year for the Separation Payment. Employee agrees to pay all taxes on the $30,000.00 and agrees to defend, indemnify and hold harmless Company from any tax liability imposed by the IRS or any other taxing body on the $30,000.00 Employee agrees that but for the promises and releases he is making in this Agreement he is not otherwise entitled to the Separation Payment. (d) Employee will be released from all duties, obligations and responsibilities to the Company, including the restrictive covenants, as set forth in the Employment Agreement attached as Exhibit 1 and Company will provide be released from all duties, obligations and responsibilities to Employee and the Employment Agreement is hereby terminated upon execution of this Agreement. (e) For the 90 days after the Termination Date, Employee shall make himself reasonably available to consult with Company on such matters regarding Company business as may be reasonably requested by the following severance benefits: a Severance PaymentCompany. The Company shall use its best efforts to give the Employee reasonable advance notice of any need for such consultation and understands and agrees that any obligations of Employee to and responsibilities with any new employer or business endeavor will pay Employee, as severance, the equivalent of twelve (12) months of take precedence over and may significantly limit Employee’s base salary ability to make himself available to consult with Company under this Agreement. The parties also agree that Employee’s consulting obligations to the Company under this Agreement, to the greatest extent practicable, may be fulfilled via telephone or email. Employee agrees that other than the compensation set forth in (a) above, he will not be entitled to additional compensation for any time spent consulting under (c) so long as the time spent is reasonable. (f) It is expressly understood and agreed that the consideration paid and other promises and releases by the Company provided under this Agreement are in addition to amounts to which the Employee is otherwise legally entitled, and that except for the amounts and representations, warranties and covenants set forth in this Agreement, Company is not otherwise indebted to Employee for any other wages, benefits, or reimbursements arising out of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodrelationship.

Consideration. In 1.1 Glenmark shall pay the KOL a honorarium, which shall be more particularly set out in each SOW (“Honorarium”). 1.2 Unless otherwise agreed in a SOW, Glenmark shall pay the Honorarium only when the provision of the Services is completed by the KOL. 1.3 Glenmark shall make travel, ground transportation and accommodation arrangements where the KOL is required to undertake any such travel for the purpose of performing the Services. 4.4 The Honorarium and the expenses shall constitute the consideration under this Agreement (“Consideration”). The Parties agree that the Consideration represents fair market value for the Services and which is intended to cover the time spent performing the Services, including but not limited to, as applicable, time spent in (i) preparing the presentation materials, (ii) attending preparation meetings or conference calls, (iii) presenting the materials and answering questions from the audience regarding the content of Employee’s execution of this Agreementthe presentation, (iv) actively participating in the overall meeting/discussions, and provided that Employee signs the Supplemental Release (v) engaging in follow up activities. 4.5 All Consideration payable hereunder shall be exclusive of Claims attached hereto as Exhibit B on or within five Goods and Service Tax (5) days of the Separation Date (the “Supplemental ReleaseGST”) and does not revoke itshall be subject to deduction of taxes as statutorily required. 4.6 KOL shall issue a valid tax invoice / debit or credit note in the format prescribed under the relevant GST Act and rules framed thereunder (“GST Law”) including e-invoicing requirement. If the Services are taxable under GST, the Company will provide Employee KOL shall ensure that the contents prescribed by the GST Law like GST number along with HSN code for services and QR code/IRN number (if applicable) are reflected on the following severance benefits: a Severance Paymentface of the invoice. The Company will pay Employee, as severanceFurther, the equivalent tax invoice / debit or credit note shall be uploaded on the GSTN portal within the prescribed timelines. KOL shall incorporate the transaction with Glenmark under this Agreement in the periodical statutory returns filed by it within the prescribed time as required under the relevant and applicable GST Law and shall ensure that all taxes due as per the said return has been duly remitted in the manner prescribed under applicable law. Non – compliant invoices will be rejected with reasons and KOL shall be required to send the revised invoice / debit or credit note. This is mandatory to ensure compliance with GST. If GST is exempted, necessary certificates and declaration is to be provided to Glenmark. 4.7 Any mismatches reported by GSTN portal, if due to error by ▇▇▇, shall be reconciled and resolved by KOL within the prescribed time. In all such cases where Glenmark is not able to avail input tax credit of twelve GST amount paid or denied to Glenmark on account of mismatches on GSTN portal, non- payment of GST to government, non-filing of GST returns, non-uploading of invoice within due timelines, or uploading invoice with incorrect GSTIN of Glenmark, or other reasons attributable to any failure on KOL part including e-invoicing requirement, then the KOL agrees that Glenmark shall have the right to set-off any such amounts (12along with interest and penalty payable to government authorities) months from any amounts that is already due or will become due and payable to the KOL under this Agreement or any other agreement. Further, Glenmark also reserves the right to recover the amount from the KOL for which the input tax credit of Employee’s base salary as GST could not be availed and any interest and penalty so charged by government on Glenmark for such default of the Separation Date in the gross amount of $512,500.00KOL by raising a debit note, subject to standard payroll deductions and withholdings. This amount ▇▇▇ will be paid in a single lump sum no later thirty (30) responsible to make payment against such debit note within 7 days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action from date of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as issuance of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Perioddebit note.

Consideration. In consideration of Employee’s execution of this AgreementAgreement and the release herein, and provided that Employee signs his compliance with his obligations hereunder and under the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itConfidentiality Agreement, the Company will provide Employee with the following: (i) Accrued but unpaid base salary through the Separation Date in the amount of $[138,000], less all lawful and authorized withholdings and deductions, to be paid as soon as practicable following severance benefits: a the Effective Date (as defined below); (ii) Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) equal to 24 months of Employee’s base salary salary, less all applicable lawful and authorized withholdings and deductions (the “Cash Severance”), under the Employment Agreement and the Parties have agreed to engage in good faith negotiations for the Company’s form of payment to be in either cash or stock awards as soon as practicable following the Effective Date (as defined below), but no later than March 15th of the following year; (iii) reimbursement of Employee during the remaining term of employment of the Employment Agreement commencing on the Separation Date in and continuing through and including September 27, 2024 (the gross amount end of $512,500.00, subject the of the premiums associated with Employee’s continuation of health insurance for Employee and Employee’s family pursuant to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 19851986, as amended (“COBRA”), provided Employee timely elects and is eligible to continue to receive COBRA benefits (less all applicable tax withholdings), payable in accordance with the Company’s normal expense reimbursement policy; (iv) for Employee and her covered dependents following Employee’s separation, reimbursement of expenses incurred by the Company shall pay to health insurance provider and paid by the Employee, payable in accordance with the Company’s normal expense reimbursement policy; and (v) full monthly COBRA premiums necessary to continue Employee’s vesting of any earned, outstanding, and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as unvested shares of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until Company’s common stock subject to the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or selfCompany’s 2022 Long-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)Term Incentive Plan. Notwithstanding the foregoing, if at any time in the event the Company determines determines, in its reasonable discretion, that its payment of COBRA premiums on Employeethe Cash Severance would jeopardize the Company’s behalf would result in ability to continue as a violation of applicable lawgoing concern, then in lieu of paying COBRA premiums pursuant to this Sectionaccordance with Treasury Regulation § 1.409A-3(d), the Company shall not pay Employee on the last day of each remaining month of Cash Severance until the COBRA Payment Period, first taxable year in which it is able to make such payment without jeopardizing the Company’s ability to continue as a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodgoing concern.

Consideration. In consideration of Employeeexchange for the Executive’s execution of agreement to, and full compliance with, the terms and conditions in this General Release and the Agreement, and provided that Employee signs in addition to the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke itAccrued Benefits, the Company will agrees to provide additional severance benefits to the Executive beyond what Employee with is otherwise entitled to as explained below and herein: (a) an amount equal to $425,000, which represents the following severance benefits: a Severance Payment. The Executive’s guaranteed Target Annual Bonus for 2025, to be paid when annual bonuses are paid by the Company will pay Employeein the normal course; (b) effective on or around January 1, 2026, accelerated vesting of 43,545 restricted shares of the Company’s common stock, which represents all of the Executive’s unvested time-based vesting shares of equity or equity-based awards, including the One-Time Award (as severancedefined in the Agreement) (for the avoidance of doubt, the equivalent Executive’s 12,441 shares of twelve (12) months of Employee’s base salary as performance-based equity or equity based awards shall be governed by the terms of the Separation Date in applicable award agreement, provided that such performance based awards shall continue to remain outstanding until the gross amount end of $512,500.00, subject to standard payroll deductions the applicable performance period and withholdings. This amount will be paid the Executive shall vest in a single lump sum no later thirty pro rata portion of such performance based awards based on the length of time the Executive was employed during the performance period multiplied by the actual performance for the entire period, with any subjective performance measures with respect to the Executive’s performance measured at target); (30c) days after if the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee Executive timely and properly elects continued health continuation coverage under the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) for Employee and her covered dependents following Employee’s separation), the Company shall pay to health insurance provider reimburse the full Executive for the monthly COBRA premiums necessary to continue Employee’s premium paid by the Executive for himself and Employee’s covered dependents’ health insurance coverage that is in effect for Employee his dependents until the earliest of (and her covered dependentsi) as the eighteen (18)-month anniversary of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; , (ii) the date when Employee becomes the Executive is no longer eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or to receive COBRA continuation coverage, and (iii) the date Employee ceases on which the Executive receives substantially similar coverage from another employer or other source; (d) a cash amount equal to be eligible $850,000, which represents the sum of the Executive’s Base Salary plus the Executive’s Target Annual Bonus for COBRA continuation coverage for any reason2025, including plan termination payable in equal installments in accordance with the normal payroll practice of the Company over the twenty-four (24)-month period following the Separation Date, with such period from installment payments beginning within sixty (60) days following the Separation Date through (with the earlier first payment to include any installment payments that would have been made after the Separation Date and before the Effective Date); and (e) a cash amount equal to $35,416.66, which represents the amount of (i)-(iii), the “COBRA Payment Period”). Notwithstanding Executive’s Base Salary for the foregoing, if at any time 30-day notice period waived by the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums and the Executive pursuant to this SectionSection 1 hereto, payable in accordance with the Company shall pay Employee on the last day of each remaining month normal payroll practice of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodCompany.

Consideration. In The aggregate consideration of Employee’s execution of this Agreement, and provided that Employee signs for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days sale of the Separation Date Purchased Shares and the post-Closing covenants and agreements of Sellers set forth in this Agreement shall be an amount equal to $100,000,000 (the “Supplemental ReleasePurchase Price”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00), subject to standard payroll deductions adjustment as provided in Section 2.3(a) and withholdings. This amount will Section 2.4, plus the Earnout Payments pursuant to Section 2.5, which shall be paid deemed additional Purchase Price.” f. Section 2.3(a) of the Purchase Agreement is hereby amended and restated in a single lump sum no later thirty its entirety as follows: (30a) days after At the Supplemental Release Effective DateClosing, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under Buyer shall deliver to the Consolidated Omnibus Budget Reconciliation Action Sellers’ Representative, on behalf of 1985the Sellers, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company Sellers’ Representative shall pay to health insurance provider each Seller by wire transfer of immediately available funds to the full monthly COBRA premiums necessary accounts designated by Sellers’ Representative in writing not fewer than three (3) Business Days prior to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Closing Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: , an amount equal to (i) twelve (12) months after the Separation Date; Purchase Price, plus (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or excess, if any, of Estimated Closing Working Capital over Target Closing Working Capital, minus (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reasonexcess, including plan termination if any, of Target Closing Working Capital over Estimated Closing Working Capital, minus (iv) the Estimated Closing Debt Amount, minus (v) the Estimated Transaction Expenses, minus (vi) the Indemnity Escrow Amount, minus (vii) the Adjustment Escrow Amount, plus (viii) Estimated Cash (such period remaining amount resulting from the Separation Date through the earlier of (i)-(iiii) – (viii), the “COBRA Payment PeriodClosing Payment”). Notwithstanding .” g. The Purchase Agreement is hereby amended by deleting the foregoingreferences to “June 15, if at any time 2020” in Section 2.4(c) and replacing them with “December 1, 2020.” h. Section 2.4(d)(i) of the Company determines that Purchase Agreement is hereby amended and restated in its payment entirety as follows: (i) If the Adjustment Amount is a negative amount, an amount in dollars equal to the absolute value of COBRA premiums such amount shall, within three (3) Business Days from the date on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums which the Final Amounts are finally determined pursuant to this SectionSection 2.4, be delivered to Buyer and/or its designee by wire transfer of immediately available funds to an account designated by Buyer from the Company Adjustment Escrow Account and Buyer and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable amounts due to Buyer pursuant to this Section 2.4(d)(i). If the Adjustment Escrow Amount is insufficient to pay Employee the full Adjustment Amount to Buyer, Buyer, in its sole discretion, may receive the remaining Adjustment Amount from either (A) the Indemnity Escrow Amount, (B) the Earnout Payments actually payable pursuant to Section 2.5 (subject to Section 8.9), or (C) the Sellers’ Representative, on the last day of each remaining month behalf of the COBRA Payment PeriodSellers. If Buyer elects to receive the remaining Adjustment Amount from the Indemnity Escrow Amount, a fully taxable cash payment equal Buyer and the Sellers’ Representative shall deliver joint written instructions to the COBRA premium for such month, less Escrow Agent instructing the Escrow Agent to deliver the applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder amounts due to Buyer.” i. Section 2.5 of the COBRA Payment Period.Purchase Agreement is hereby amended and restated in its entirety as follows:

Consideration. In The aggregate consideration of Employeefor the Acquired Units (the “Purchase Price”) shall be One Million Six Hundred Fifty Thousand Dollars (USD $1,650,000) payable as follows: (a) Nine Hundred Thousand Dollars (USD $900,000) (the “Closing Payment”) shall be payable by Buyer to BR (or, at BR’s execution of this Agreementdirection, to PPLB) at the Closing; and provided that Employee signs (b) Seven Hundred Fifty Thousand Dollars (USD $750,000) (the Supplemental Release of Claims attached hereto as Exhibit B “Second Payment”) shall be payable by Buyer to BR (or, at BR’s direction, to PPLB) on or within five (5) days the six month anniversary of the Separation Closing Date (the “Supplemental ReleaseSecond Payment Date”). If the Second Payment Date does not fall on a business day, the Second Payment shall be payable on the business day immediately succeeding the Second Payment Date. At the Closing, Buyer shall deliver to BR an irrevocable letter of credit substantially in the form set forth in Appendix A hereto issued by Danske Bank A/S (the “Letter of Credit”) and does not revoke it, as security for Buyer’s obligation to make the Company will provide Employee with the following severance benefits: a Severance Second Payment. The Company will Buyer may pay Employeethe Second Payment directly to BR (or, as severanceat BR’s direction, to PPLB). If the Buyer so elects to pay the Second Payment directly, the equivalent Selling Parties may not in any event draw down (in whole or in part) upon the Letter of twelve Credit, and the Selling Parties shall, concurrently with such direct payment, return the original Letter of Credit to Buyer (12) months or Buyer’s designee). If Buyer fails to pay the Second Payment when due in accordance with this Section 2.2, BR may draw down upon the Letter of Employee’s base salary as Credit in accordance with its terms for the amount of the Separation Date Second Payment (without interest or penalty) on the third business day (in Sweden) after such failure. For purposes of clarity, the gross amount Selling Parties shall not draw down upon the Letter of $512,500.00Credit until the third business day (in Sweden) following the Second Payment Date. Notwithstanding anything to the contrary herein, the obligation to make the Second Payment shall be unconditional and neither the Second Payment nor the Letter of Credit will be subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Dateoffset, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment setoff or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage deduction for any reasonindemnity claims or otherwise, including plan termination (such period from the Separation Date through the earlier and regardless of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodcounterclaim or defense.

Consideration. In consideration for signing and not timely revoking this Confidential Separation Agreement and General Release (hereinafter referred to as “Agreement”), and complying with its terms, BioTelemetry agrees: a. to pay Employee an amount equal to ___________________ ($_____________), less lawful deductions, representing one times (1.0x) Employee’s current annual Base Salary; b. to pay Employee an amount equal to one times (1.0x) Employee’s on-target annual performance incentive bonus in effect at the time of termination, less required deductions and withholdings; c. [if the Separation Date occurs within 30 days preceding or 12 months following a Corporate Transaction, to accelerate the vesting of all equity awards granted to Employee prior to the Separation Date, such that all such awards shall be deemed fully vested and immediately exercisable;] and d. to continue participation in the medical, dental and vision plans in which Employee (and where applicable, Employee’s spouse and dependents) was enrolled as of Separation Date until the earlier of: (a) the date that is twelve (12) months after the date of Employee’s execution Separation Date, or (b) the date upon which Employee becomes eligible to enroll in any similar plan offered or provided by an employer other than the Company, at the same premium rates and cost sharing as may be charged from time to time for employees generally, as if Employee had continued in employment during such period. Employee agrees to immediately notify the Company in writing in the event Employee becomes eligible to so enroll. All other benefit programs to which Employee is currently entitled shall cease as of this Agreementthe Separation Date. Employee will be provided with an explanation, under separate cover, of Employee’s rights, if any, pursuant to BioTelemetry’s 401(k) Plan. The amounts set forth in paragraphs 2.a. and provided that Employee signs 2.b. shall be paid in installments over twelve (12) months following the Supplemental Release of Claims attached hereto as Exhibit B on or Separation Date in accordance with the Company’s payroll practices commencing within five sixty (560) days of the Separation Date (the “Supplemental Release”) and provided Employee does not revoke itthis Agreement, as set forth below). On the first regular payroll day following the date this Agreement becomes effective, the Company will provide pay Employee with the following severance benefits: a Severance Payment. The Company will pay Employeeamounts set forth in paragraphs 2.a and 2.b that Employee would otherwise have received under this Agreement on or prior to such date but for the delay in payment related to the effectiveness of this Agreement, as severance, provided that if the equivalent of twelve sixty (1260) months of Employee’s base salary as of the Separation Date day period crosses two tax years and this Agreement becomes effective in the gross amount of $512,500.00current tax year, subject to standard payroll deductions and withholdings. This amount payment will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee commence on the last day of each remaining month of first payroll date in the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodnew tax year.

Consideration. In consideration of Employee’s execution of Provided Employee remains employed by the Company through the Retirement Date, has signed this Agreement, and provided that does not revoke the Agreement, the Company agrees: (A) To pay Employee signs any unpaid incentive or bonus payments earned in accordance with any Company-sponsored incentive plan in which Employee is eligible and participated prior to the Supplemental Release Retirement Date. (B) To recommended to the Board of Claims attached hereto as Exhibit B on or within five (5) days Directors of the Separation Date Company that it approve a one-time grant to Employee of 10,000 long-term incentive plan units (the “Supplemental Release10,000 LTIPs”), to be allocated as follows: 67% in the form of Performance Stock Units (“PSUs”) and does not revoke it33% in the form of Restricted Stock Units (“RSUs”)), pursuant to the Company’s Second Amended and Restated Omnibus Incentive Plan (“Omnibus Plan”) and on the same terms and conditions as Employee’s PSUs and RSUs grants of March of 2024. (C) To recommend to the Board of Director that it approve that the Company will provide Employee not deem Employee’s retirement as a Termination of Employment Service solely for purposes of the Omnibus Plan and any grant agreement thereunder (including the 10,000 LTIPs that may be granted hereunder), such that any and all vesting with respect to Employee’s outstanding Awards (including any Options (both vested, but not exercised options, and unvested options), restricted stock units, performance stock units granted, and the following severance benefits: a Severance Payment10,000 LTIPs) under the Omnibus Plan shall continue to vest as if there was no Termination of Employment Service. The Company will pay Further, each of such Participant’s outstanding vested Options shall remain exercisable until the applicable Expiration Date. (D) To permit the Employee, as severanceif eligible, to elect to continue receiving medical and dental insurance under the equivalent Company’s plans under the continuation requirements of twelve (12) months COBRA for a period of Employee26 weeks, and thereafter under COBRA through the statutory term subject to Employee paying any and all premium due for such benefits. Employee shall be responsible for electing benefit continuation through the Company’s base salary benefit administrator and making any applicable premium payments, at the active employee premium share rate. Employee is responsible for determining if he is eligible for any retiree health benefits as of the Separation Retirement Date in and making the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Periodappropriate selection upon retirement.

Consideration. In consideration of Provided Employee has timely executed this Agreement without alteration and complies with its terms, the Company agrees to provide to Employee the following severance benefits: a. Company will pay Employee severance payment in the amount equal to Employee’s Base Salary as defined in the Employment Agreement (on the basis of an annual salary of $450,000 per year (equal to $37,500 per month)) through December 31, 2022, subject to applicable taxes and withholdings. The applicable payment hereunder will be paid by direct deposit to Employee’s bank account over usual payroll dates within 10 business days after the later to occur of the following (i) Company’s receipt of an original of this Agreement signed by the Employee, with Employee’s waiver of the remainder of the 47-day period provided below; and (ii) the eighth day after the execution of this Agreement, with Employee not exercising the right to revoke this Agreement during the 7-day revocation period provided below. This Agreement may not be signed until after Employee’s last day of employment and provided that Employee signs must be executed within 47 days from the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days date this Agreement was first presented to Employee. b. Per the terms of the Separation Date Employment Agreement, Company will reimburse Employer’s share of group health plan benefits premiums under the Company’s plan for the 12-month period following the date of termination per the terms and conditions provided for in the Employment Agreement. Further, to receive reimbursement, Employee must submit to Company on a monthly basis copies of the premium invoice from the COBRA administrator and proof of timely payment of premium and continuation of benefits. The Employee’s share of COBRA benefits premiums will be adjusted for the new plan year beginning January 1, 2022. c. The Employee will receive a Cash Bonus (without pro rotation) as defined in the Employment Agreement for the calendar year 2021, based on the actual performance and as if he was employed for the entire 2021 year, if any, and shall be paid at the same time in 2022 that bonuses are paid to active employees of the Company. d. The Employee’s outstanding stock option awards (“Supplemental ReleaseOption Awards”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent to acquire shares of twelve (12) months Class A Common stock of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended vTv Therapeutics Inc. (“COBRAvTv”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Datedate hereof shall continue to remain outstanding and vest (to the extent not yet vested) and shall be fully vested at the end of the Transition Period. The COBRA coverage benefit will In addition, notwithstanding anything in the Option Awards to the contrary with respect to a termination of employment, any previously unexercised Options held by Employee shall be paid on a monthly basis exercisable until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month the Option Period (which for the avoidance of doubt shall in no event be more than the tenth anniversary of the COBRA Payment Perioddate of grant) or such earlier date, if a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period.Change in Control occurs

Consideration. In consideration of Employee’s execution Provided that you sign and return this Agreement without revoking it as set forth in Paragraph 27 of this Agreement, and provided that Employee signs the Supplemental Release Company will, following your Separation Date: (a) Pay you the equivalent of Claims attached hereto as Exhibit B on or within five (5) days 52 weeks of the Separation Date pay (the “Supplemental ReleaseSeverance Period”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent at your final annual rate of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00400,000.00, subject to standard payroll deductions and withholdingsless applicable withholding. This amount will be paid in installments on the Company’s regular payroll schedule, in effect at the time of payment, beginning with the first possible normal pay period after this Agreement becomes irrevocable in accordance with Paragraph 27 below.The Company may reduce its obligation under this section dollar-for-dollar for every dollar that you earn in base salary during the Severance Period from a single lump sum no later thirty new employer. You must notify the Company, in writing, at least ten (3010) business days after prior to accepting any such employment or other service (as an employee or an independent contractor) during the Supplemental Release Effective DateSeverance Period, of the proposed base salary and other compensation. You may not defer base salary with your new employer or take any action to avoid the dollar-for-dollar reduction required by this section, and if you do take such action, the Company’s obligation under this section may be reduced accordingly by the Company in its discretion. Although the Company does not guarantee any particular tax treatment, all taxable payments and benefits provided under this Agreement are intended to comply with the separation pay exception (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)) of Section 409A of the Consolidated Omnibus Budget Reconciliation Action Internal Revenue Code of 19851986, as amended (the “Code”), or to qualify as payments that are compliant with all requirements of Code Section 409A regarding payments of deferred compensation paid on a schedule following a separation from service, and are subject to all provisions of the Ascena Retail Group, Inc. Executive Severance Plan regarding compliance with Code Section 409A. Furthermore, the amount payable hereunder shall be subject to setoff, recoupment, defense or other right the Company may have against you, which shall be applied in a manner intended to comply with Code Section 409A; (b) If you have coverage under the group health care plan sponsored by the Company, you will receive from the Company notice of your right to elect continued coverage under such plan in accordance with the provisions of COBRA. Provided you timely elect and enroll in COBRA, and timely pay the premiums at the applicable active employee rate for you and, if applicable, your spouse and eligible dependents (the “Applicable Rate”) for Employee and her covered dependents following Employee’s separation), the Company shall will pay the cost for continued coverage pursuant to health insurance provider COBRA less the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis Applicable Rate until the earliest of: (i) twelve the expiration of the Severance Period (12) months after the Separation Dateup to a total of 52 weeks); (ii) the date when Employee becomes first day that you become eligible for substantially equivalent coverage under the health insurance coverage in connection with new employment or self-employmentplan of a subsequent employer; or (iii) the date Employee ceases you or your eligible dependents cease to be eligible for under COBRA continuation (“Company-subsidized COBRA”). You shall be obligated to provide prompt written notification to the Company of any available alternate health care coverage for any reason, including which you are eligible and to pay 100% of the COBRA premium if you elect to continue your benefits through COBRA after becoming eligible under the health insurance plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”)a subsequent employer. Notwithstanding the foregoing, if the Company, at any time time, determines, in its sole discretion, that the Company determines that its payment of Company-subsidized COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums it is providing pursuant to this SectionParagraph is discriminatory in accordance with the rules established under Section 105(h) of the Internal Revenue Code, then the Company-subsidized COBRA shall cease and any remaining amounts designated for Company-subsidized CORBA shall be paid as additional severance in a lump sum; (c) Pay for up to 12 months of Executive Level Outplacement Service selected by the Company. You understand and agree that the Company shall pay Employee on select the last day of each remaining month of service and program applicable to you and that the COBRA Payment PeriodCompany does not warrant or guarantee the services provided by, or any results obtained or not obtained for you through, such program; and (d) Pay you a fully taxable cash payment equal to the COBRA premium for such monthlump sum, less applicable federalwithholding, state and local payroll taxes and other withholdings required by law, for which is equivalent to the remainder of amount that you would have been eligible to receive under the COBRA Payment Period.applicable annual incentive bonus plan,

Consideration. A. The Contractor agrees to complete, to the full satisfaction of SANDAG, all of the services described herein. Contractor will be reimbursed for hours worked at the hourly rates specified in the attached Fee Schedule (Exhibit B) up to the maximum amount of the Agreement. The Maximum Amount of this Agr eement, including any potential Task Orders, Work Orders, or amendments shall be $ . It is understood and agreed that the actual amount of work requested by ▇▇▇▇▇▇ may be less. There is no guarantee, either expressed or implied, as to the actual dollar amount that will be authorized under this Agreement. The specified hourly rates shall include direct salary costs, all other direct costs, employee benefits, prevailing wages, em ployer payments, overhead, and fee. B. Contractor’s rates are not adjustable for the performance period set forth in this Agreement except when there is a change in an applicable prevailing wage position and Contractor is not being paid on a fixed fee basis. Contractor must provide notice to SANDAG at least 30 days prior to effective date of applicable pr evailing rate change or rate change shall be delayed until the next annual rate revision date. C. Contractor shall be responsible for any future adjustments to prevailing wage rates including but not limited to, base hourly rates and employer payments as determined by the Division of Industrial Relations, (DIR), or any ne w classification, or modi fication, that may be added by the DIR. A mistake, inadvertence, or neglect by the Contractor in failing to pay the correct rates of prevailing wage will be reme died solely by the Contractor and will not, under any circumstances, be considered as the basis of a claim against ▇▇▇▇▇▇. D. Premium Time or Overtime shall not be allowed under this Agreement without the express written approval of SANDAG. E. Transportation and subsistence costs to be reimbursed shall be the actual costs incurred, but shall not exceed the rates stipulated in the Caltrans Travel and Expense Guide for Non- Represented Employees (see ▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/hq/asc/travel/nr.htm .) F. In consideration determining allowable incurred subcontractor costs that are eligible for reimbursement, in addition to reimbursement for actual costs that are incurred by reason of Employeepayment, SANDAG will allow subcontractor costs that are treated by the Contractor as accrued due to such costs having been billed to the Contractor and recognized by the Contractor as valid, undisputed, due and payable. G. By submitting accrued but unpaid subcontractor costs for reimbursement, Contractor agrees that within thirty (30) days of receipt of reimbursement, the full amount submitted as a reimbursable accrued subcontractor cost shall be paid to the subcontractor. H. If Contractor fails to satisifactorily complete a deliverable or portion thereof according to the schedule set forth in the Agreement or a Task Order, no payment will be made until the relevant deliverable or portion thereo f has been satisfactorily completed. I. Any Task Order, Work Order, or Amendment i ssued under this Agreement is of no force or effect until returned to SANDAG and signed by an authori zed representative of SANDAG. No expenditures are authorized on a project and work shall not commence until a Notice to Proceed, Task Order, or Work Order for those tasks has been executed by SANDAG. J. The period of performance for any Task Order or Work Order issued under this Agreement shall be in accordance with the Agreement performance period. No Task Order or Work Order can be written which extends beyond the expiration date of this Agreement. K. Invoices shall reference the Agreement number, project title, and any applicable Task Order or Work Order number. Invoices shall be submitted no later than 45 calendar days after completion of each billing period or upon completion of a Task Order or Work Order. ▇▇▇▇▇▇ agrees to pay invoice 45 days after receipt of invoice or approval of service (as should be specified in the Task Order or Work Order), whichever occurs last, and payment shall be deemed made upon mailing by SA NDAG. Credits due SANDAG, including any equipment purchased under the provisions of this Agreement must be reimbursed by Contractor prior to the expiration or termination of this Agreement. L. Upon completion of all deliverables and work tasks to the satisfaction of SANDAG, Consultant shall submit a final invoice showing the cumulative costs incurred by Contractor, not to exceed maximum amount of the Agreement. Final payment of retained amounts shall be made following Contractor’s execution submittal of all required documentation and completion of the Project. Notwithstanding th e foregoing, all payments are subject to the conditions set forth elsewhere in this Agreement or which are otherwise required by law. SANDAG may withhold all payments to Contractor if Contractor fails to comply with the requirements of the Agreement. Payments shall be subject to review for compliance by SANDAG with the requirements of this Agreement, and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does payment may be withheld if Contractor is not revoke it, the Company will provide Employee in compliance with the following severance benefits: a Severance PaymentAgreement. The Company will pay Employee, as severance, the equivalent of twelve (12) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, Payments shall be subject to standard payroll deductions and withholdingsan audit upon completion of all services. This amount No other compensation will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage except for work done under the Consolidated Omnibus Budget Reconciliation Action of 1985, as an amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums agreement approved pursuant to the Section in this SectionAgreement entitled, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment Period“ Changes in Work.”

Consideration. In I will receive consideration from NOG in exchange for this Agreement as follows: (a) Vesting in full as of Employeethe date this Agreement is signed and no longer revocable by me (the “Agreement Date”) of (x) any non-performance based Shares granted to me during the course of my employment with NOG (including, but not limited to, any Shares granted under the Employment Agreement and any Appendix A thereto) and (y) any performance-based Shares granted to me during the course of my employment with NOG (including, but not limited to, any Shares granted under the Employment Agreement and any Appendix B thereto) which have been earned on or before the Agreement Date as a result of actual performance against applicable performance metrics determined in accordance with the terms of the equity incentive plan and/or award agreement governing such Shares, without regard to any other terms or conditions governing such vesting solely as a result of the passage of time; (b) Except as otherwise set forth in the Consulting Agreement referenced below, vesting in full as of the first date the applicable performance metrics can reasonably be measured, but in no circumstance later than March 15, 2020, for any performance-based Shares not covered by Section 2(a), subject to the prior achievement of applicable performance metrics determined in accordance with the terms of the equity incentive plan and/or award agreement governing such performance-based Shares, without regard to any other terms or conditions governing such vesting solely as a result of the passage of time; (c) My medical and dental coverage will continue with NOG continuing to pay 100% of applicable premiums, for a period of eighteen (18) months following the Separation Date; (d) I shall retain the title of NOG’s “Chairman Emeritus” unless and until a Change in Control, as defined in the Employment Agreement, occurs. For the avoidance of doubt, except as modified by the foregoing sentence, the Settlement Agreement and General Release between me and NOG dated September 25, 2017, shall remain in full force and effect in accordance with its terms; (e) Concurrently with the execution of this Agreement, NOG and provided that Employee signs I shall enter into the Supplemental Release of Claims consulting agreement attached hereto as Exhibit B on 1 (“Consulting Agreement”); (f) NOG has provided or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee me and my legal counsel with a reasonable opportunity to review and comment on any press or other written release, or any current report on Form 8-K reporting, regarding my separation of employment or the following severance benefits: a Severance Payment. The Company will pay Employeeentry into this Agreement or the Consulting Agreement in advance of publication or filing, as severanceapplicable, and NOG and I shall confer and reach mutual agreement regarding the equivalent contents of twelve any such release or report; and (12g) months of Employee’s base salary as of the Separation Date in the gross amount of $512,500.00, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty (30) days after the Supplemental Release Effective Date, as defined therein. b COBRA. Provided that Employee timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company NOG shall pay for my attorneys’ fees, not to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is exceed $10,000, incurred in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal relation to the COBRA premium for such month, less applicable federal, state preparation and local payroll taxes review of this Agreement and other withholdings required by law, for the remainder of the COBRA Payment PeriodConsulting Agreement.

Consideration. In consideration of Employee’s execution of this AgreementAlthough it is not obligated to do so, Employer agrees to pay Employee severance equal to ten and provided that Employee signs the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days of the Separation Date (the “Supplemental Release”) and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Payment. The Company will pay Employee, as severance, the equivalent of twelve (12) one half months of Employee’s base salary as of the Separation Date compensation in the gross amount of $512,500.00261,777.08, subject to standard payroll deductions less required withholding and withholdingsdeductions. This amount sum will be net of any legally required deductions, and shall be paid in a single lump sum no later thirty (30) days on the Company’s first regularly scheduled payday that occurs after the Supplemental Release Effective Date, as Date (defined thereinbelow) of this Agreement and Release. b COBRA. Provided that Should Employee timely elects continued elect to continue health insurance coverage under pursuant to the Consolidated Omnibus Budget Reconciliation Action Act of 1985, as amended 1985 (“COBRA”) by paying the active employee cost sharing, Employer will pay the Employer’s share of the costs of any COBRA premiums until the earlier of: (1) the end of the twelfth month following the Resignation Date; or (2) Employee becomes eligible to obtain health care coverage from another source. Employee agrees to notify the Employer within ten (10) calendar days if he becomes eligible for health care coverage from another source. If Employer results would trigger a Short Term Incentive (“STI”) payment for the fiscal year 2015 for participants under the Short Term Incentive Plan (the “STI Plan”) and such payment is approved by the Board of Directors, Employer agrees to pay Employee an amount equal to 75% of the payment under the STI Plan that Employee would have otherwise received for 2015; provided however that any such calculation of STI to which Employee would have been entitled shall not include any component related to the Individual Goal portion of the STI Plan. Such STI will be paid to Employee at the same time such STI is paid to the other eligible active employees of Employer in 2016, less required withholding and her covered dependents deductions. The following provisions shall apply to any equity grants or awards made by Employer to Employee. Employee shall be entitled to retain any non-statutory stock options granted to Employee that have already vested as of the date immediately preceding the Resignation Date under and pursuant to the terms of Employer’s separation2008 Equity Incentive Plan, as amended (the “Plan”), and any equity agreement (the “Equity Agreement”), related to such stock options (the “Applicable Options”). Such Applicable Options, unless previously exercised, shall terminate on the earlier of the one year anniversary of the Resignation Date or the contractual expiration date of any such Applicable Option under the related Equity Agreement. Any exercise of such Applicable Options, and any other matters with respect to such Applicable Options, shall be governed by the terms of the Plan and the Equity Agreements. Except for the Applicable Options, any other equity awards made to Employee by Employer, including without limitation any stock options, time vested restricted stock, or performance awards, are forfeited. For the avoidance of doubt, the Company immediately preceding sentence shall not apply to any such equity awards of Employee that have vested as of the date immediately preceding the Resignation Date. These payments and benefits exceed anything to which Employee is otherwise entitled to receive from Employer. Except for the amounts provided above, and any accrued benefits under the 401(k) Plan, Employee waives any compensation, benefits, or rights that may have accrued in his capacity as an employee, contractually or otherwise, including, without limit, any right to any salary, fees, or benefits or to continued participation in any compensation plans, programs or arrangements. Employee further acknowledges that he has received all benefits and compensation, including salary, commissions and bonuses, that he has earned as of the date of this Agreement and Release, and that there are no amounts due and owing to him from Employer or any of the Released Parties, except the payments set forth in this Paragraph 1.2. Employee acknowledges that no sums or severance are due to him under the Employment Agreement (“Employment Agreement”). Regardless of whether Employee executes this Agreement and Release, Employer shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as of the Separation Date. The COBRA coverage benefit will be paid on a monthly basis until the earliest of: (i) twelve Employee’s base salary, vacation and other cash entitlements accrued through the Resignation Date (12including the amount of $45,459.76 of accrued vacation pay) months after in a lump sum of cash on the Separation Datefirst regularly scheduled payroll date that is at least ten (10) days from the Resignation Date to the extent theretofore unpaid; (ii) the date when amount of any compensation previously deferred by Employee becomes eligible for substantially equivalent health insurance coverage shall be paid to Employee in connection accordance with new employment or self-employmentthe terms of the applicable deferred compensation plan to the extent theretofore unpaid; or and (iii) amount that are vested benefits or that Employee is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if Employer at any time the Company determines that its payment of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal or subsequent to the COBRA premium for Resignation Date, payable in accordance with such monthplan, less applicable federalpolicy, state practice or program or contract or agreement, and local payroll taxes and the Employer shall have no other withholdings required by law, for the remainder of the COBRA Payment Periodseverance obligations with respect to Employee.

Consideration. In consideration (a) Subject to the terms and conditions hereof, in reliance upon the representations and warranties of Employee’s execution of this Agreementthe Sellers set forth herein, and provided that Employee signs as consideration for the Supplemental Release of Claims attached hereto as Exhibit B on or within five (5) days assignment of the Separation Date Management Rights and the other covenants and obligations set forth herein, Purchaser agrees to tender to the Sellers as the purchase price hereunder (I) FIVE MILLION EIGHT HUNDRED SIXTEEN THOUSAND DOLLARS ($5,816,000) (the “Supplemental ReleaseInitial Purchase Price”), and (II) the Deferred Payment (if any) with respect to each Center. The Initial Purchase Price (less the (i) aggregate amount of “Individual Escrow Amounts” set forth on Exhibit A to the MIPA with respect to each Seller’s sale of the Management Rights and (ii) AH Escrow Amount defined below) shall be payable to the Sellers at the Closing. The Deferred Payment with respect to any Center shall be paid to the Sellers at the end of the Payment Period (as defined in Consulting Agreement) for that Center. All payments due hereunder shall be made in immediately available funds by electronic wire transfer to an account designated by the Sellers. No party will take any steps intended to delay collection of Fees. (b) From the Initial Purchase Price, an amount equal to THREE HUNDRED THIRTY THREE THOUSAND THREE HUNDRED THIRTY THREE AND NO/100 DOLLARS ($333,333.00) (the “AH Escrow Amount”) shall be withheld from delivery to the Sellers and, instead, be delivered to the Escrow Agent in cash at Closing, by wire transfer of immediately available funds, pursuant to the Escrow Agreement substantially in the form of Exhibit 1.2(b) (the “Escrow Agreement”) attached to this Agreement and does not revoke it, the Company will provide Employee with the following severance benefits: a Severance Paymentincorporated into this Agreement by reference. The Company will pay Employee, as severance, Parties acknowledge and agree that the equivalent of twelve (12) months of Employee’s base salary as AH Escrow Amount represents that portion of the Separation Date in Initial Purchase Price that is consideration for the gross amount Management Rights of $512,500.00Sellers with respect to the Thousand Oaks Center. If there shall have been a Successful Syndication of the Thousand Oaks LLC on or before December 31, subject to standard payroll deductions and withholdings. This amount will be paid in a single lump sum no later thirty 2005, then within ten (3010) days after the Supplemental Release Effective DateSuccessful Syndication, the Purchaser shall instruct the Escrow Agent to distribute the AH Escrow Amount to the Sellers. If there shall not have been a Successful Syndication of the Thousand Oaks LLC on or before December 31, 2005, then all of the AH Escrow Amount shall be returned to the Purchaser, and Purchaser shall have no obligation hereunder to acquire Management Rights with respect to the Thousand Oaks LLC and the Initial Purchase Price under Section 1.2(a) shall be deemed to have automatically been reduced by the amount of the AH Escrow Amount. As used herein, “Successful Syndication” means the closing of the sale of not less than sixty percent (60%) of the membership interests in the Thousand Oaks LLC to not fewer than fifteen (15) suitable purchasers (for this purpose, individual physician members of a “Physician Entity” (as defined therein. b COBRA. Provided that Employee timely elects continued coverage under in the Consolidated Omnibus Budget Reconciliation Action of 1985, as amended (“COBRA”) for Employee and her covered dependents following Employee’s separation, the Company shall pay to health insurance provider the full monthly COBRA premiums necessary to continue Employee’s and Employee’s covered dependents’ health insurance coverage that is in effect for Employee (and her covered dependents) as Operating Agreement of the Separation Date. The COBRA coverage benefit Thousand Oaks LLC) who are anticipated to use the Thousand Oaks Center as an extension of their practices will each be paid on a monthly basis until the earliest of: (i) twelve (12) months after the Separation Date; (ii) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the Separation Date through the earlier of (i)-(iiicounted as an individual purchaser), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment all of COBRA premiums on Employee’s behalf would result in a violation of applicable law, then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal whom must be acceptable to the COBRA premium for Purchaser in such month, less applicable federal, state and local payroll taxes and other withholdings required by law, for the remainder of the COBRA Payment PeriodPurchaser’s reasonable discretion.