Common use of Waiver and Release Clause in Contracts

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2

Waiver and Release. As used Subject in this Waiver and Release of Claims (this “Agreement”), all respects to the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date Retained Rights (as such term is defined below), does fully which shall remain with me and are not waived, released, discharged or affected in any way by this Waiver, I and anyone claiming through me (including my agents, representatives, assigns, heirs, beneficiaries, executors and administrators) hereby irrevocably, unconditionally and forever waive and releasewaive, remise release and discharge the CompanyVerso, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdingsother affiliates, L.P.)its and their respective predecessors, their predecessors and successors and assigns, together with the and its and their respective officersformer, current and future stockholders, members, partners, directors, partnersofficers, shareholdersmanagers, employees, membersagents, representatives, attorneys and agents of the foregoing insurers (collectively, the “GroupReleasees”) from any and all claims which Executive claims, causes of action, charges, complaints, demands and rights of any nature whatsoever, whether known or any Related Party hadunknown, may have hadand whether fixed or contingent, arising from, based on, or now has against the Companyrelating to my employment with Verso, the Groupending of my employment with Verso, collectively or my status at any member of the Group individually, for or by reason time as a holder of any mattersecurities of any Releasee, cause any act or thing whatsoever, including, but not limited to, omission of any Releasee occurring prior to or on the date of my signature to this Waiver set forth below (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company“Execution Date”), and also any dealing, transaction or event involving any Releasee occurring prior to or on the Execution Date, including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equitysuch claims, equity-based or other incentive compensation].1 This release causes of claims includesaction, but is not limited tocharges, all claims arising complaints, demands and rights under the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Fair Labor Standards Act of 1938, the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967 (1967, the “ADEA”)Rehabilitation Act of 1973, Title VII the Employee Retirement Income Security Act of 1974, the Civil Rights ActWorker Adjustment and Retraining Notification Act of 1988, the Older Workers Benefit Protection Act of 1990, the Americans with Disabilities Act, the Civil Rights Act of 19911990, the Family and Medical Leave ActAct of 1993, the Equal Pay ActSecurities Act of 1933, the Securities Exchange Act of 1934, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, all laws of the State of Ohio relating to any subject matter covered by the foregoing laws of the United States of America (including Ohio Revised Code Section 4112), and all any other federal, state or local law, rule, regulation or common law, in each case as the same may be amended from time to time. This Waiver includes all wrongful termination and local labor and antidiscrimination lawsconstructive discharge claims, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all discrimination claims, all claims against for compensation for the Group time worked and the services performed for Verso and each member thereof under ADEA of the other Releasees, all claims (except the Retained Rights) relating to Executive’s the Restrictive Covenant Agreement or any contract of employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed (whether express or permitted to be filed against the Group, implied) with Verso or any member of the Group individually other Releasees, all claims for the breach of any covenant of good faith or the Group collectively, any lawsuit, complaint, charge, proceeding fair dealing whether express or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”implied), and Executive covenants any tort of any nature. This Waiver is for any relief or remedy, regardless of how it is denominated, including wages, back pay, front pay, reinstatement, benefits, compensatory damages, punitive or exemplary damages, and agrees attorneys’ fees and expenses. Notwithstanding any provision of this Waiver to the contrary, this Waiver does not apply to any claim or right that Executive will may not do so at be waived under applicable law, any time hereafterclaim for my vested interest in any employee benefit plan, in each caseprogram or arrangement maintained by Verso or the benefits provided thereunder, with respect to claims released pursuant any claim for unemployment insurance benefits or workers’ compensation, any claim arising from or relating to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this AgreementWaiver, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company may arise after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Execution Date.

Waiver and Release. As used Notwithstanding anything herein to the contrary, upon any Termination of Employment (other than due to death) (a) the Executive shall execute a release and waiver in this Waiver form mutually agreed by Executive and Release of Claims the Company (this “Agreement”)which agreement neither party shall unreasonably withhold) which releases, waives, and forever discharges the term “claims” shall include Company, its Affiliates, and their respective subsidiaries, affiliates, employees, officers, shareholders, members, partners, directors, agents, attorneys, predecessors, successors and assigns, from and against any and all claims, covenantsliabilities, warranties, promises, undertakings, actions, suitsdemands, causes of action, obligationscosts, debts, accountsexpenses, attorneys’ ' fees, judgmentsdamages and obligations of every kind and nature in law, losses and liabilitiesequity, of whatsoever kind or natureotherwise, both known and unknown, in lawsuspected and unsuspected, equity or otherwise. For disclosed and in consideration of the payments described in the Offer Letterundisclosed, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from but not limited to any and all such claims which Executive and demands directly or indirectly arising out of or in any way connected with the Executive's employment with and services as a director of the Company and its Affiliates; claims or demands related to compensation or other amounts under any compensatory arrangement, stock, stock options, or any Related Party hadother ownership interests in the Company or any Affiliate, may have hadvacation pay, fringe benefits, expense reimbursements, severance benefits, or now has against the Companyany other form of compensation or equity; claims pursuant to any federal, the Groupstate, collectively or any member local law, statute of the Group individually, for or by reason cause of any matter, cause or thing whatsoever, action including, but not limited to, (x) any claim arising out the federal Civil Rights Act of or attributable to Executive’s employment or 1964, as amended; the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the federal Age Discrimination in Employment Act of 1967 (1967, as amended; the “ADEA”), Title VII of the Civil Rights Act, the federal Americans with Disabilities Act, the Civil Rights Act of 19911990; tort law, contract law; wrongful discharge, discrimination; defamation; harassment; or emotional distress; provided that Executive's waiver and release shall not relieve the Family Medical Leave ActCompanies from any of the following obligations, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted they are to be filed against performed after the Group, any member date of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), release and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, waiver: (i) Executive will not initiate payment of amounts due under Sections 6.1, 6.2 or cause 6.3, as applicable, (ii) any obligations under the. second sentence of Section 6.4, and (iii) payment of any gross-up amount due under Article VIII; and provided further that (x) neither party shall release the other from his or its obligations under Article IX of this agreement, to the extent such obligations are to be initiated on Executive’s behalf any Proceedingperformed after the Date of Termination, and will (y) Executive shall not participate be precluded from defending against Cause Claims (except as required defined in Section 6.5(b)); and (b) the Company shall execute a release and waiver in form mutually agreed by lawExecutive and the Company (which agreement neither party shall unreasonably withhold) in any Proceeding of any nature or description which releases, waives, and forever discharges the Executive and his executors, administrators, successors and assigns, from and against any member and all claims, liabilities, demands, causes of the Group individually action, costs, expenses, attorneys' fees, damages and obligations of every kind and nature in law, equity, or the Group collectively that otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, including but not limited to any and all such claims and demands directly or indirectly arising out of or in any way involves connected with the allegations and facts that Executive could have raised against any member Executive's employment with or service as a director of the Group individually Company and its Affiliates, but excluding any such claims liabilities, demands, causes of action, costs, expenses, attorneys' fees, damages or obligations arising out of or in any way connected with events, acts or conduct giving rise to or in any way connected with Executive's Termination of Employment for Cause ("Cause Claims"), provided, however, that (i) neither party shall release the Group collectively as other from his or its obligations under Article IX of this agreement, to the date hereof with respect extent such obligations are to any matter released hereby be performed after the Date of Termination, and (ii) Executive waives any right shall not be precluded from defending against Cause Claims. (c) Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out hereby agrees that the execution of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim is adequate consideration for (i) unemployment compensation benefitsthe execution of such a release, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type and hereby acknowledges that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of would not have executed this Agreement, (iv) rights under this Agreement, (v) rights Agreement had Executive not agreed to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2execute such a release.

Waiver and Release. As used in a. Subject to Section 1(b) of this Waiver and Release Agreement, the Executive, on his own behalf and on behalf of Claims his heirs, executors, administrators, attorneys, representatives, agents, successors, and assigns, hereby unconditionally and irrevocably releases, waives, and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (this collectively, all of the foregoing are referred to as the “AgreementEmployer”), the term “claims” shall include from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, claims, obligations, debtsliabilities, accountsand damages, including attorneys’ fees, judgmentswhether in law or in equity, losses and liabilities, of whatsoever kind whether known or nature, both known and unknown, in lawforeseen or unforeseen, equity presently asserted or otherwise. For and in consideration otherwise arising through the date of his signing of the payments described Waiver and Release Agreement, including but not limited to matters concerning his employment or separation from employment. Subject to Section 1(b) of this Waiver and Release Agreement, this release includes, but is not limited to, any payments, benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Offer LetterEmployee Retirement Income Security Act of 1974, Executivethe Americans with Disabilities Act, for Executive Order 11246, the Family and on behalf of Executive and Executive’s heirsMedical Leave Act, administratorsthe Genetic Information Nondiscrimination Act, executorsthe National Labor Relations Act, and assigns the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances, or regulations (including, but not limited to, the “Related Parties”)Indiana Civil Rights Law, effective the Release Effective Date (as defined below), does fully Indiana Wage Payment and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, membersWage Claims Act, and agents of the foregoing (collectivelyany other state or local laws, the “Group”) from any and all claims which Executive or any Related Party had, may have hadordinances, or now has against the Company, the Group, collectively regulations including those requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverpublic policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy, or loss of consortium. b. Other than the Severance Payment and Compensation Accrued at Termination (x) as defined in the Employment Agreement), the Executive acknowledges and agrees that he is not entitled to and will not seek any claim arising out further consideration for his service as an employee or agent of or attributable to Executive’s employment or the termination of Executive’s employment with the CompanyEmployer, and also including but not limited to claims to, any other wages, commissions, bonus compensation of breach of contractany kind, wrongful terminationnotice payment, unjust dismissalseverance, defamationvacation pay, libel or slandersick pay, pension benefits, compensation, or under any federalother benefits, state or local law dealing with discrimination based on ageexcept for the obligations of the Company (i) to make the Severance Payment, race, sex, national origin, handicap, religion, disability or sexual preference [and (yii) any and all claims with respect to any equityvested and nonforfeitable rights under any award agreement entered into with the Executive pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, equity-based as amended from time to time, and any successor plan thereto and under any other employee benefit plans or other incentive compensation].1 This release programs of claims includesthe Employer, but (iii) under any indemnification agreement with the Executive, or (iv) under this Waiver and Release Agreement. c. The Executive understands that by signing this Waiver and Release Agreement that he is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 waiving (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, i) any claims relating to the termination of Executive’s employment)or administrative charges which cannot be waived by law, except such as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of claim challenging the validity of the waiver of Executive’s rights under the ADEArelease in this Waiver and Release Agreement; or (ii) his ability to provide any information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state, or initiate or participate in an investigation or proceeding conducted by local agency (including the Equal Employment Opportunity Commission. Except as otherwise provided in ) (“Government Agencies”) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the preceding sentence, Company (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof other than with respect to those matters described in Section 1(b) and except as provided in Section 1(d)(iv) of this Waiver and Release Agreement). The Executive represents that he has not previously filed any matter released hereby and (ii) Executive waives any right Executive may have to benefit claim or joined in any manner from any relief (monetary claim or otherwise) arising out of any Proceeding with respect suit against the Employer. d. The Executive further understands that, notwithstanding anything herein to any matter released hereby. Notwithstanding the foregoingcontrary, nothing in this Waiver and Release Agreement shall release Executive’s claim for (i) unemployment compensation benefitsprohibit the Executive from making reports to Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency authorized to enforce laws against unlawful conduct, including discrimination; (ii) prohibit the Executive from making reports of possible violations of federal law or regulation to any claims by Executive Governmental Agency or entity in respect accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any vested benefits other whistleblower protection provisions of state or federal law or regulation; (iii) require notification or prior approval by the Company of any reporting described in clauses (i) or (ii); or (iv) prohibit the Executive from receiving a reward paid by the Securities and Exchange Commission for providing information. The Executive understands that pursuant to 18 U.S.C. Section 1833(b), an individual will not be held criminally or civilly liable under any Company benefit plans federal or state trade secret law for any disclosure of a trade secret that: (x) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney solely for the purpose of reporting or investigation a suspected violation of law; or (y) is made in a complaint or other Company retirement plans document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. e. The Executive further agrees without any reservation whatsoever, never to ▇▇▇ the Employer or become a party to a lawsuit seeking monetary or other relief for himself on the basis of any and all claims of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of lawfully and validly released in this Waiver and Release Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in (a) Subject to Section 1(b) of this Waiver and Release Agreement, the Executive, on his own behalf and on behalf of Claims his heirs, executors, administrators, attorneys, representatives, agents, successors, and assigns, hereby unconditionally and irrevocably releases, waives, and forever discharges the Company and each of its affiliates, parents, successors, predecessors, and the subsidiaries, directors, owners, members, shareholders, officers, agents, and employees of the Company and its affiliates, parents, successors, predecessors, and subsidiaries (this collectively, all of the foregoing are referred to as the “AgreementEmployer”), the term “claims” shall include from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, claims, obligations, debtsliabilities, accountsand damages, including attorneys’ fees, judgmentswhether in law or in equity, losses and liabilities, of whatsoever kind whether known or nature, both known and unknown, in lawforeseen or unforeseen, equity presently asserted or otherwise. For and in consideration otherwise arising through the date of his signing of the payments described Waiver and Release Agreement, including but not limited to matters concerning his employment or separation from employment. Subject to Section 1(b) of this Waiver and Release Agreement, this release includes, but is not limited to, any payments, benefits, or damages arising under any federal law (including, but not limited to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Offer LetterEmployee Retirement Income Security Act of 1974, Executivethe Americans with Disabilities Act, for Executive Order 11246, the Family and on behalf of Executive and Executive’s heirsMedical Leave Act, administratorsthe Genetic Information Nondiscrimination Act, executorsthe National Labor Relations Act, and assigns the Worker Adjustment and Retraining Notification Act, each as amended); any claim arising under any state or local laws, ordinances, or regulations (including, but not limited to, the “Related Parties”)Indiana Civil Rights Law, effective the Release Effective Date (as defined below), does fully Indiana Wage Payment and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, membersWage Claims Act, and agents of the foregoing (collectivelyany other state or local laws, the “Group”) from any and all claims which Executive or any Related Party had, may have hadordinances, or now has against the Company, the Group, collectively regulations including those requiring that advance notice be given of certain workforce reductions); and any claim arising under any common law principle or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverpublic policy, including, but not limited to, all suits in tort or contract, such as wrongful termination, defamation, emotional distress, invasion of privacy, or loss of consortium. (xb) Other than the Severance Payment and Compensation Accrued at Termination (as defined in the Employment Agreement), the Executive acknowledges and agrees that he is not entitled to and will not seek any claim arising out further consideration for his service as an employee or agent of or attributable to Executive’s employment or the termination of Executive’s employment with the CompanyEmployer, and also including but not limited to claims to, any other wages, commissions, bonus compensation of breach of contractany kind, wrongful terminationnotice payment, unjust dismissalseverance, defamationvacation pay, libel or slandersick pay, pension benefits, compensation, or under any federalother benefits, state or local law dealing with discrimination based on ageexcept for the obligations of the Company (i) to make the Severance Payment, race, sex, national origin, handicap, religion, disability or sexual preference [and (yii) any and all claims with respect to any equityvested and nonforfeitable rights under any award agreement entered into with the Executive pursuant to the Kite Realty Group Trust 2013 Equity Incentive Plan, equity-based as amended from time to time, and any successor plan thereto and under any other employee benefit plans or other incentive compensation].1 This release programs of claims includesthe Employer, but (iii) under any indemnification agreement with the Executive, or (iv) under this Waiver and Release Agreement. (c) The Executive understands that by signing this Waiver and Release Agreement that he is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 waiving (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, i) any claims relating to the termination of Executive’s employment)or administrative charges which cannot be waived by law, except such as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of claim challenging the validity of the waiver of Executive’s rights under the ADEArelease in this Waiver and Release Agreement; or (ii) his ability to provide any information in response to a valid subpoena, court order, other legal process or as otherwise required to be provided by law. He is waiving, however, any right to monetary recovery or individual relief should any federal, state, or initiate or participate in an investigation or proceeding conducted by local agency (including the Equal Employment Opportunity Commission. Except as otherwise provided in ) (“Government Agencies”) pursue any claim on his behalf arising out of or related to his employment with and/or separation from employment with the preceding sentence, Company (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof other than with respect to those matters described in Section 1(b) and except as provided in Section 1(d)(iv) of this Waiver and Release Agreement). The Executive represents that he has not previously filed any matter released hereby and (ii) Executive waives any right Executive may have to benefit claim or joined in any manner from any relief claim or suit against the Employer. (monetary or otherwised) arising out of any Proceeding with respect The Executive further understands that, notwithstanding anything herein to any matter released hereby. Notwithstanding the foregoingcontrary, nothing in this Waiver and Release Agreement shall release Executive’s claim for (i) unemployment compensation benefitsprohibit the Executive from making reports to Government Agencies or otherwise participating in any investigation or proceeding that may be conducted by any Government Agency authorized to enforce laws against unlawful conduct, including discrimination; (ii) prohibit the Executive from making reports of possible violations of federal law or regulation to any claims by Executive Governmental Agency or entity in respect accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or of any vested benefits other whistleblower protection provisions of state or federal law or regulation; (iii) require notification or prior approval by the Company of any reporting described in clauses (i) or (ii); or (iv) prohibit the Executive from receiving a reward paid by the Securities and Exchange Commission for providing information. The Executive understands that pursuant to 18 U.S.C. Section 1833(b), an individual will not be held criminally or civilly liable under any Company benefit plans federal or state trade secret law for any disclosure of a trade secret that: (x) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to any attorney solely for the purpose of reporting or investigation a suspected violation of law; or (y) is made in a complaint or other Company retirement plans document that is filed under seal in a lawsuit or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. (e) The Executive further agrees without any reservation whatsoever, never to sue the Employer or become a party to a lawsuit seeking monetary or other relief for himself on the basis of any and all claims of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of lawfully and validly released in this Waiver and Release Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used (a) In exchange for receiving the compensation and benefits described in this Waiver the Separation Agreement, Executive does for himself and Release his heirs, executors, administrators, successors and assigns, hereby release, acquit, and forever discharge and hold harmless the Companies and each of Claims their divisions, subsidiaries and affiliated companies, and their respective successors, assigns, officers, directors, shareholders holding more than 5% of Holdings' outstanding common stock as of the Termination Date (this “Agreement”and such shareholders' affiliates), employees, benefit and retirement plans (as well as trustees and administrators thereof) and agents, past and present (the term “claims” shall include "Released Parties"), of and from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligationsclaims, debts, accountsdemands, attorneys’ ' fees, judgmentscompensation, losses expenses, promises, covenants, and liabilities, damages of whatsoever whatever kind or nature, both in law or in equity, which Executive has, had or could have asserted, known and unknownor unknown (the "Claims"), in at common law or under any statute, rule, regulation, order or law, equity whether federal, state or otherwise. For and in consideration of the payments described in the Offer Letterlocal, Executiveor on any grounds whatsoever, for and on behalf of Executive and Executive’s heirsincluding, administratorswithout limitation, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive for any additional severance pay, vacation pay, bonus or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverother compensation, including, but not limited to, (x) under the Term Sheet, Severance Plan or any claim other applicable severance plan or agreement; any and all claims of discrimination or harassment based on race, color, national origin, ancestry, religion, marital status, sex, sexual orientation, disability, handicap, age or other unlawful discrimination; any and all claims arising under Title VII of the Federal Civil Rights Act; the Federal Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the New Jersey Law Against Discrimination; the Florida Civil Rights Act; or under any other state, federal, local or common law, with respect to any event, matter, claim, damage or injury arising out of his employment relationship with the Companies and/or the separation of such employment relationship, and/or with respect to any other claim, matter or attributable event, from the beginning of the world to Executive’s employment or the termination date of Executive’s employment with the Company, and also including but not limited 's execution of this Release. (b) Executive understands that nothing contained in this Release limits his ability to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slandercommunicate with, or under file a complaint or charge with, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission ("SEC"), the Department of Justice ("DOJ") or any other federal, state or local law dealing with discrimination based on agegovernmental agency or commission (collectively, race"Governmental Agencies"), sexor otherwise participate in any investigation or proceeding that may be conducted by Governmental Agencies, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based including providing documents or other incentive compensation].1 This release information without notice to the Company; provided, however, that Executive may not disclose Company information that is protected by the attorney client privilege, except as expressly authorized by law. In the event any claim or suit is filed on Executive's behalf against any of claims includesthe Released Parties by any person or entity, including, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)by any Governmental Agency, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any and all rights to recover monetary damages or injunctive relief in his favor; provided, however, that this Release does not limit Executive's right Executive may have to benefit in any manner receive an award from any relief (monetary the SEC or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim DOJ for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant information provided to the terms thereof as a result of his employment with the Company, (iii) any right SEC or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2DOJ.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterService Agreement, Executive, himself and for and on behalf of Executive and any person or entity that may claim by him or through him, including Executive’s heirs, executors, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Company and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, directorsassociates, employees, representatives, partners, shareholdersconsultants insurers, employeesattorneys, membersadministrators, accountants, executors, heirs, successors, and agents agents, and each of the foregoing its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (collectivelyhereinafter collectively referred to as “Releasees”), the “Group”) from any and all claims claims, causes of action or liabilities relating to Executive’s service to the Company or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date Executive executes this Agreement which Executive have been or any Related Party had, may have had, or now has could be asserted against the CompanyReleasees, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, : (xa) any claim arising out causes of action or attributable liabilities relating to Executive’s employment service to the Company or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the “ADEA”), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, and the Delaware General Corporation Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, color, religion, national origin, marital status, sexual orientation, pregnancy, gender identity, transgender status, genetic carrier status, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status, any military service or application for military service, or any other category protected under federal or state law); and/or (b) causes of action or liabilities related to Executive’s service with the Company or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s employment and its termination. 1 Include service to the extent equity is called at Company or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to service to and/or separation from service to the Company and/or any of the other Releasees. Executive represents that Executive has not filed Nothing herein shall limit or permitted impede Executive’s right to be filed against the Groupfile or pursue an administrative charge with, or participate in, any member investigation before the Equal Employment Opportunity Commission of the Group individually U.S., or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any other local, state or federal agency, court and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of anyone acting on Executive’s employment)behalf, except as may be necessary brings any action concerning or related to enforce any cause of action or liability released in this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf waives any Proceedingright to, and will not participate (except accept, any payments, monies, damages, or other relief, awarded in connection therewith. Executive not only releases and discharges the Releasees from any and all claims as required stated above that Executive could make on Executive’s own behalf or on behalf of others, but also those claims that might be made by law) in any Proceeding other person or organization on Executive’s behalf, and Executive specifically waives any right to recover any damage awards as a member of any nature or description class in a case in which any claim(s) against the Releasees are made involving any member of the Group individually or the Group collectively that matters. Without in any way involves limiting the allegations Release herein, Executive also specifically releases, remises, discharges, indemnifies and facts holds harmless the Releasees from any claims for back wages, salary, vacation pay, draws, incentive pay, bonuses, stock and stock options, commissions, and any and all other forms of compensation, attorneys’ fees, or other costs or sums that Executive could have raised against arise or may arise under the Massachusetts Wage Act, including without limitation, M.G.L. c. 149, §§ 105A, 148 and 150, and M.G.L. c. 151. This Release does not apply to claims for workers’ compensation benefits, unemployment insurance benefits or any member of the Group individually or the Group collectively as of the date hereof with respect other claim that cannot lawfully be waived by this Agreement. This Release does not apply to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary claims arising solely after the execution of this Agreement or otherwise) arising out of any Proceeding with respect to any matter released herebyclaims arising from a breach of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall bar or prohibit Executive from contacting, filing a charge or complaint with, seeking assistance from or participating in any proceeding before any federal or state administrative agency to the extent permitted by applicable federal, state and/or local law. However, Executive nevertheless will be prohibited to the fullest extent authorized by law from obtaining monetary damages or other personal relief in any agency proceeding in which Executive does so participate. Nothing herein shall constitute a waiver or release of any of Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights any other applicable plans, programs or arrangements of IPG Photonics Corporation or its Affiliates including, without limitation, its Certificate of Incorporation or By-laws, as either may be amended from time to indemnification as an officer time, the Equity Plan and any agreements thereunder, or employee of the Company, (vi) rights to payment under the Offer Letter Indemnification Agreement. Executive expressly waives the benefits of any statute or (vii) [rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims against the Company not now known by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2to exist.

Waiver and Release. As used in this Waiver You agree, for Yourself and Release of Claims Your spouse and child or children (this “Agreement”if any), the term “claims” shall include heirs, beneficiaries, devisees, executors, administrators, attorneys, personal or legal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, owners, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and employee benefit plans in which You are or have been a participant by virtue of Your employment with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, from any and all claims, covenantsdebts, warrantiesdemands, promisesaccounts, undertakingsjudgments, actions, suitsrights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, debtspromises, accountsagreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ feesfees and costs), judgmentswhether in law or equity, losses and liabilities, of whatsoever kind known or nature, both known and unknown, in lawasserted or unasserted, equity suspected or otherwise. For and in consideration unsuspected, which You have or may have had based on any events or circumstances arising or occurring on or prior to the Effective Date of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executorsthis Agreement, and assigns (the “Related Parties”)arising directly or indirectly out of, effective the Release Effective Date (relating to, or in any other way involving in any manner whatsoever: A. Your employment and separation from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; B. Your status at any time as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents a holder of the foregoing (collectively, the “Group”) from any derivative or non-derivative securities of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; C. Any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state state, or local law dealing with discrimination based on agerelating to Your employment, raceincluding without limitation claims of wrongful discharge, sexdiscrimination, national originharassment, handicapretaliation, religionwhistleblowing, disability breach of express or sexual preference [and (y) implied contract, fraud, misrepresentation, estoppel, defamation, or liability in tort of any and all kind, claims with respect to of any equitykind that may be brought in any court or administrative agency, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all any claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Equal Pay Immigration Reform and Control Act, the Occupational Safety and Health Act, the Genetic Information Nondisclosure Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and any state or local statutes, ordinances, and regulations; and D. Any and all other federalclaims, state and local labor and antidiscrimination lawsallegations, assertions or defenses that the common law and restrictions contained within Sections 6 or 8 of this Agreement are overly broad, unreasonable, unenforceable, or supported by insufficient consideration. You also agree not to file any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court lawsuit or other body action asserting any claim, cause of action, or liability that is waived and released as described above in this Section 4. Excluded from this Section 4 are claims and causes of action (each, a “Proceeding”), and Executive covenants and agrees i) that Executive will by law cannot do so at any time hereafter, be waived in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreementincluding, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEAbut not limited to, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and workers’ compensation claims; (ii) Executive waives any right Executive may for employee benefits that have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any already vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant according to the terms thereof as a result of his employment with the Company, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ benefit plans; (iii) for any right or claim that arises against the Company after the date of obligation assumed under this Agreement, Agreement by any party hereto; and (iv) rights under this Agreement, (v) Your rights to indemnification as an officer indemnity, if any, including under law or employee any Company policy, practice, insurance policy or otherwise. [[ADD FOR CALIFORNIA]: You expressly waive and relinquish all rights and benefits afforded by Section 1542 of the CompanyCivil Code of California, (vi) rights to payment under and You do so understanding and acknowledging the Offer Letter or (vii) [any claims by Executive in respect significance and consequences of his capacity as an equityholder such specific waiver of Section 1542. Section 1542 of the Company Civil Code of California states as follows: “A general release does not extend to claims which the creditor does not know or any suspect to exist in his/her favor at the time of executing the release, which if known by him/her must have materially affected his/her settlement with the debtor.” Thus, notwithstanding Section 1542, You expressly acknowledge and agree that this Agreement is intended to include in its Affiliates].2effect all claims which may exist, whether or not You know of such claims, at the time of the execution hereof.]

Waiver and Release. As used in this Waiver and Release Pursuant to Section [4(c)(ii)] / [4(e)(i)] of Claims (this “the Employment Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described Post-Termination Benefits to be provided to Executive as outlined in the Offer LetterEmployment Agreement and this Release as set forth herein, Executive, for and on behalf of Executive himself and Executive’s his heirs, administrators, executors, administrators and assigns assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Related PartiesEmployer Group”), effective the Release Effective Date (as defined below), does fully and forever waive each of its and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “GroupEmployer Released Parties”) ), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Release, however, excludes (i) Executive will any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any payments under any Company benefit plans or other Company retirement plans the Employment Agreement) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors & officers liability insurance under the Offer Letter or (vii) [Employment Agreement, Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of its Affiliates].2Company equity awards under the Company’s equity incentive plans or as a holder of Fund Incentives, and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release.

Waiver and Release. As used in this Waiver For valuable consideration from the Company, receipt of which is hereby acknowledged, Executive waives, releases, and Release of Claims (this “Agreement”)forever discharges the Company and its current and former parents, the term “claims” shall include all claimssubsidiaries, covenantsaffiliates, warrantiesdivisions, promisesshareholders, undertakingsowners, actionsmembers, suitsofficers, causes of action, obligations, debts, accountsdirectors, attorneys, agents, employees, insurers, successors, and assigns, and the Company’s parents’, subsidiaries’, and affiliates’ feesdivisions, judgmentsshareholders, losses and liabilitiesowners, of whatsoever kind or naturemembers, both known and unknownofficers, in lawdirectors, equity or otherwise. For and in consideration of the payments described in the Offer Letterattorneys, Executiveagents, for and on behalf of Executive and Executive’s heirsemployees, administratorsinsurers, executorssuccessors, and assigns (collectively, referred to as the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “GroupCompany Releasees”) from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, that arise on or before the date that Executive executes this Release, which Executive has or any Related Party had, may have had, or now has against the Company, Company and/or the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Company Releasees in connection with Executive’s employment or the termination thereof, including, without limitation, any rights, causes of Executive’s employment with action, claims, or demands relating to or arising out of the Companyfollowing: (a) anti-discrimination, anti-harassment, and also including but not limited to claims of breach of contractanti-retaliation laws, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under such as the Age Discrimination in Employment Act of 1967 (Act, the “ADEA”)Older Workers Benefit Protection Act, and Executive Order 11141, which prohibit employment discrimination based on age; Title VII of the Civil Rights Act, the Americans with Disabilities ActAct of 1964, the Civil Rights Act of 1991, the Family Medical Leave Act1866 (42 U.S.C. § 1981), the Equal Pay Act, and all Executive Order 11246, which prohibit discrimination based on race, color, national origin, religion, or sex (including sexual harassment or sexual abuse); the Genetic Information Nondiscrimination Act, which prohibits discrimination on the basis of genetic information; the Americans With Disabilities Act and §§ 503 and 504 of the Rehabilitation Act of 1973, which prohibit discrimination based on disability; and any other federal, state and state, or local labor and antidiscrimination laws prohibiting employment or wage discrimination; other employment laws, such as the common law Worker Adjustment and Retraining Notification Act, which requires that advance notice be given of certain workforce reductions; the Executive Retirement Income Security Act of 1974, which, among other things, protects employee benefits; the Family and Medical Leave Act, which requires employers to provide leaves of absence under certain circumstances; state laws which regulate wage and hour matters, including all forms of compensation, vacation pay, sick pay, compensatory time, overtime, commissions, bonuses, and meal and break periods; state family, medical, and military leave laws, which require employers to provide leaves of absence under certain circumstances; the Sarbanes Oxley Act; and any other purported restriction federal, state, or local laws relating to employment; (b) tort, contract, and quasi-contract claims, such as claims for wrongful discharge, physical or personal injury, sexual harassment or sexual abuse, intentional or negligent infliction of emotional distress, fraud, fraud in the inducement, negligent misrepresentation, defamation, invasion of privacy, interference with contract or with prospective economic advantage, breach of express or implied contract, unjust enrichment, promissory estoppel, breach of covenants of good faith and fair dealing, negligent hiring, negligent supervision, negligent retention, and similar or related claims; all remedies of any type, including, without limitation, damages and injunctive relief, in any action that may be brought on an employerExecutive’s right behalf against the Company and/or the Company Releasees by any government agency or other entity or person; and (c) subject to terminate Section 2 of this Release, any compensation or benefits, whether provided for under the employment of employeesEmployment Agreement or otherwise. Executive specifically releases all understands that Executive is releasing claims against about which Executive may not know anything at the Group and each member thereof under ADEA time Executive executes this Release. Executive acknowledges that it is Executive’s intent to release such unknown claims, even though Executive recognizes that someday Executive might learn new facts relating to Executive’s employment and its termination. 1 Include to or learn that some or all of the extent equity is called at termination. facts Executive represents that Executive has not filed or permitted currently believes to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”)true are untrue, and even though Executive covenants might then regret having signed this Release. Nevertheless, Executive acknowledges Executive’s awareness of that risk and agrees that this Release shall remain effective in all respects in any such case. Executive will not do so at expressly waives all rights Executive might have under any time hereafter, in each case, with respect laws intended to protect Executive from waiving unknown claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as provided otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Release.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in Section 5 of the Offer LetterEmployment Agreement, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination anti- discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. 1 Include to the extent equity is called at termination. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under Section 5 of the Offer Letter Employment Agreement or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. . (b) For and in consideration of the payments described in Section 1.02 of the Offer LetterSeverance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.)affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and antidiscrimination anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. . (c) The Executive specifically releases all claims against the Group and each member thereof under ADEA the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. 1 Include to the extent equity is called at termination. . (d) The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter, in each case, hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (“EEOC”). Except as otherwise provided in the preceding sentence, (ix) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (iiy) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Proceeding.

Waiver and Release. As used (a) In consideration of the payments and benefits set forth in Sections 3 (a), (b) and (c) of this Waiver Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and Release assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge, with prejudice, the Company Entities and their trustees, officers, security holders, partners, agents, former and current employees, officers, and directors, including without limitation all persons acting by, through, under or in concert with any of Claims them and any insurers of any of these (this collectively, “AgreementReleasees”), the term “claims” shall include from any and all charges, complaints, claims, covenantsliabilities, warrantiesobligations, promises, undertakingsagreements, controversies, damages, remedies, actions, suits, causes of action, obligationssuits, debtsrights, accountsdemands, costs, losses, debts and expenses (including attorneys’ feesfees and costs) arising out of the Executive’s employment by the Company, judgments, losses and liabilities, of whatsoever kind known or nature, both known and unknown, whether in lawlaw or equity and whether arising under federal (including bankruptcy), equity state or otherwise. For local law and in consideration particular including any claim for discrimination based upon race, color, ethnicity, sex, age (including the Age Discrimination in Employment Act of 1967 as amended by the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns Older Worker Benefit Protection Act (the “Related PartiesADEA Release”), effective the Release Effective Date (as defined below), does fully and forever waive and releasenational origin, remise and discharge religion, disability, sexual preference, or any other unlawful criterion or circumstance, or other federal, state, or local law which regulates any aspect of the employment relationship, which the Releasors had, now have or may have in the future against each or any of the Releasees from the beginning of the world until the date of the execution of this Agreement as set forth on the final page hereof. This release also includes a release by the Executive of any known or unknown claims arising out of his employment by the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive whether in contract or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoevertort, including, but not limited to, (x) any claim arising out actions for wrongful discharge, intentional infliction of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, emotional distress and/or libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release slander that have accrued as of claims includesthe date this Agreement is executed, but is does not limited to, all waive claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended by the Americans with Disabilities Older Worker Benefit Protection Act, that may arise after the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employeesdate this Agreement is executed. The Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants acknowledges and agrees that Executive will not do so at if he or any time hereafterother Releasor should hereafter make any claim or demand or commence or threaten to commence any action, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation claim or proceeding conducted by against the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof Releasees with respect to any cause, matter released hereby or thing which is the subject of this Section 9(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding. It is the intention of the parties hereto that this waiver and release be as broad as the law permits. This Section 9(a) does not apply to (iii) Executive waives any right claims for defense or indemnification that the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder law, governing documents of the Company or any Company Entities or against any directors and officers liability insurance coverage which covers occurrences arising during the Executive’s tenure as an officer and/or director of its Affiliates].2the Company or any Company Entities, or (ii) any benefits payable to the Executive under any employee benefit plan subject to ERISA (including the Company’s 401(k) plan and tax-qualified pension plan). (b) The Executive affirms that prior to the execution of this Agreement and the waiver and release in Section 9(a), the Executive was advised by the Company, in writing by this Section, to consult with an attorney of the Executive’s choice to the extent he believed necessary to discuss all aspects of this Agreement, and that the Executive was given at least twenty-one (21) days to consider executing this Agreement, including the ADEA Release in Section 9(a). The parties agree that any agreed-upon changes to the Company’s initial offer do not restart the twenty-one day consideration period. The Executive has seven (7) days following his execution of this Agreement to revoke the ADEA Release, by giving written notice of the Executive’s revocation to the Company’s Executive Vice President of Human Resources, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, by 3:00 p.m. on the eighth day following his execution of this Agreement. (c) The Company represents and warrants that as of the Termination Date, it has no actual or constructive knowledge of any claim that it could assert against the Executive.

Waiver and Release. As used in this Waiver Each of GLC and Release of Claims (this “Agreement”), the term “claims” shall include Company hereby waive and release any and all claims, covenantscounterclaims, warrantiesdebts, promisesliabilities, undertakingsdemands, obligations, actions, suits, and causes of action, obligationsknown or unknown, debts, accounts, attorneys’ fees, judgments, losses and liabilitiesvested or contingent, of whatsoever kind every nature and kind, that either may now have or naturemay have had against the other, both known or any of their affiliates, and unknowntheir and their affiliates’ respective past, in lawpresent, equity or otherwise. For and in consideration of the payments described in the Offer Letterfuture officers, Executivedirectors, for and on behalf of Executive and Executive’s heirsshareholders, administratorsmembers, executorsmanagers, employees, successors, and assigns (the “Related Released Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, that may have had, arisen or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after accrued through the date of this Agreement, (iv) rights and upon Closing and through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise, and forever release and discharge the Released Parties from any and all claims, suits or causes of action they may have against any of them as of the date of this Agreement, (v) and upon the Closing through the closing date thereunder, whether arising under or relating to the Prior Agreements or otherwise. Notwithstanding anything to the contrary in this Section 6 the releases provided above shall not apply to any rights or obligations arising out of or related to indemnification as an officer this Agreement, the Railcar Purchase Agreement or employee any rights and obligations set forth in the Prior Agreements that by their terms survive the expiration or termination of the Company, Prior Agreements as more fully described in Section 1 above. Each of ▇▇ ▇▇▇▇-Greenbrier Rail Holdings I LLC (vi“Holdings”) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of and the Company hereby waive and release any and all claims, counterclaims, debts, liabilities, demands, obligations, actions, and causes of action, known or any unknown, vested or contingent, of its Affiliates].2every nature and kind, that either may now have or may have had against the Lease Fleet, that may have arisen or accrued through the date of this Agreement, and upon Closing and through the closing date thereunder, whether arising under or relating to the Subordinated Loan Agreement dated April 27, 2010 between Rail I and Holdings, or otherwise.

Waiver and Release. As used in this Waiver (a) In consideration of the payments made pursuant to Paragraph 2(c) the sufficiency of which is hereby acknowledged, Employee hereby voluntarily, willingly, absolutely, unconditionally and Release irrevocably, releases and discharges ChannelAdvisor (and its officers, directors, employees, agents and representatives) of Claims (this “Agreement”)and from any and all debts, the term “claims” shall include all claims, covenants, warranties, promises, undertakingsdemands, actions, suits, causes of action, suits, promises, representations, contracts, obligations, debtsclaims, accountscounterclaims, attorneys’ feesdefenses, judgmentsrights of setoff, losses demands or liability whatsoever of every name and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For at Law and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, Equity [[Applicable only if over 40 including, but by way of example and not limited tolimitation, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, rights and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)) of 1967, as amended, the Older Worker Benefit Protection Act], Title VII of the Civil Rights ActAct of 1964, as amended, Sections ▇▇▇▇ - ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Codes, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right state and federal employment discrimination laws, breach of contract (including without limitation breach of contract to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”provide Employee with additional stock in ChannelAdvisor), and Executive covenants and agrees that Executive will not do so at unpaid expenses or benefits, wrongful discharge, interference with contract, breach of any time hereafterChannelAdvisor policy, practice or procedure, negligence, Employee Income Retirement Security Act of 1974, as amended, loss of consortium, loss of fringe benefits, fraud, misrepresentation, defamation and/or all other claims of tortious conduct) which Employee or Employee’s successors in each caseinterest or assigns now have, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreementever have had, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEAcan, shall or initiate may have, whether known or participate in an investigation unknown, suspected or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentenceunsuspected, (i) Executive will not initiate against ChannelAdvisor arising from or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner related to Employee’s employment, or the termination thereof, for whatever cause, by ChannelAdvisor or arising from or relating to any relief (monetary other event occurring prior to the date hereof; provided however that this waiver and release does not cover any claim Employee may have for breach of the terms of this Agreement by ChannelAdvisor and does not effect Employee’s right and ability to enforce the terms hereof. Employee represents that Employee has no lawsuits, claims or otherwise) arising out actions pending in Employee’s name, or on behalf of any Proceeding with respect other person or entity, against ChannelAdvisor or any other person or entity subject to any matter released herebythe release granted in this paragraph. Notwithstanding the foregoing, nothing Employee is not releasing ChannelAdvisor from any obligation undertaken in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled preexisting obligation to indemnify Employee pursuant to the terms thereof articles and bylaws of ChannelAdvisor or applicable law. Also excluded from this Agreement are any claims which cannot be waived by law. Employee is waiving, however, Employee’s right to any monetary recovery should any governmental agency or entity, such as a result the EEOC or the DOL, pursue any claims on Employee’s behalf. (b) In consideration of his employment with the Company, (iii) any right or claim that arises against the Company after the date execution of this AgreementAgreement by Employee, (iv) ChannelAdvisor hereby voluntarily, willingly, absolutely, unconditionally and irrevocably, releases and discharges Employee of and from any and all debts, demands, actions, causes of action, suits, promises, representations, contracts, obligations, claims, counterclaims, defenses, rights under this Agreementof setoff; demands or liability whatsoever of every name and nature, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2both at Law and in

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterEmployment Agreement, Executive, himself and for any person or entity that may claim by him or through him, including Executive's heirs, executors, administrators and on behalf assigns, hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Corporation and each of Executive its individual or collective past, present and Executive’s heirsfuture parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the “Related Parties”hereinafter collectively referred to as "Releasees"), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive claims, causes of action or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable liabilities relating to Executive’s employment or the termination of Executive’s employment with the CompanyCorporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and also including the date the Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of action or liabilities relating to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel Executive’s employment with the Corporation or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims the termination thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the "ADEA"), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, the Illinois Human Rights Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to Executive’s employment with the Corporation or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s employment and its with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or any of the other Releasees. 1 Include Nothing herein shall limit or impede Executive's right to the extent equity is called at termination. Executive represents that Executive has not filed file or permitted to be filed against the Grouppursue an administrative charge with, or participate in, any member of investigation before the Group individually Equal Employment Opportunity Commission ("EEOC"), or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any other local, state or federal agency, court and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other body (eachrelief, awarded in connection therewith. Nothing herein shall constitute a “Proceeding”)waiver or release of any of Executive’s rights under this Agreement, and Executive covenants and agrees that Executive will not do so at any time hereafterother applicable plans, in each case, with respect to claims released pursuant to this Agreement (programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any claims relating agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as would otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner exclude from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) its binding effect any claims against the Corporation not now known by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2exist.

Waiver and Release. As used in this Waiver (a) The Executive, on behalf of himself and Release his successors, assigns, executors and administrators, voluntarily, knowingly and willingly releases and forever discharges the Company, together with its past and present parents, subsidiaries, and affiliates, together with each of Claims their officers, directors, stockholders, partners, employees, agents, representatives, attorneys and advisors and each of their subsidiaries, affiliates, estates, predecessors, successors, and assigns (this “Agreement”)collectively, the term “claims” shall include "Releasees") from any and all rights, claims, covenants, warranties, promises, undertakingscharges, actions, suits, causes of action, obligationscomplaints, sums of money, suits, debts, accountscovenants, attorneys’ feescontracts, judgmentsagreements, losses and liabilitiespromises, obligations, damages, demands or liabilities of whatsoever every kind whatsoever, in law or naturein equity, both whether known and or unknown, in lawsuspected or unsuspected (collectively, equity "Claims") which the Executive or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs's executors, administrators, executors, and successors or assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party ever had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the Effective Date under any federal, state or local statute, constitution, law or regulation, including, without limitation, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Worker Adjustment and Retraining Notification Act, the Rehabilitation Act of 1973, Executive Order 11246, the Family and Medical Leave Act of 1993, the Genetic Information Nondiscrimination Act, the North Carolina Retaliatory Employment Discrimination Act, North Carolina Equal Employment Practices Act, the North Carolina Persons With Disabilities Protection Act and the North Carolina Wage and Hour Act; (ii) relating to the Executive's hiring, employment or cessation of employment with the Company or any of the Releasees, as well as the circumstances thereof; and/or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between the Company and any of the Releasees and the Executive existing as of the Effective Date, including, but not limited to, the Employment Agreement. This Section 6(a) does not waive or attempt to waive (x1) any claim Claims that the Executive may have under the Age Discrimination in Employment Act or the Older Workers Benefit Protection Act (which are covered by the Supplemental Release); (2) any Claims that cannot legally be waived; (3) any rights the Executive may have to file a charge of discrimination with a federal or state administrative agency; provided, however, that the Executive acknowledges and agrees that, the Executive is not entitled to any personal recovery in any such agency proceedings; (4) any Claims the Executive may have under this Agreement; and (5) any Claims the Executive may have to indemnification pursuant to Article 18 of the Employment Agreement. (b) For the purpose of implementing a full and complete release, the Executive understands and agrees that this release of claims is intended to include all Claims, if any, which the Executive may have and which the Executive does not now know or suspect to exist in the Executive's favor against the Releasees and that this Agreement extinguishes those claims. Accordingly, the Executive expressly waives all rights afforded by any federal, state or local statute, constitution, law or regulation prohibiting, limiting, or restricting the waiver of unknown claims. (c) By signing this Agreement, the Executive represents and warrants that as of the Effective Date, the Executive has not commenced or joined in any Claim whatsoever against any of the Releasees arising out of or attributable relating to Executive’s employment any of the matters set forth in this Section. (d) The Company, on behalf of itself and its successors and assigns, voluntarily, knowingly and willingly releases and forever discharges the Executive from any and all Claims which the Company or the termination Company's successors or assigns ever had, now has or may hereafter claim to have by reason of Executive’s employment with any matter, cause or thing whatsoever: (i) arising from the Company, and also including but not limited beginning of time up to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or the Effective Date under any federal, state or local statute, constitution, law dealing or regulation; (ii) relating to the Executive's hiring, employment or cessation of employment with discrimination based on age, race, sex, national origin, handicap, religion, disability the Company; and/or (iii) arising under or sexual preference [and (y) any and all claims with respect relating to any equitypolicy, equity-based agreement, understanding or other incentive compensation].1 This release promise, written or oral, formal or informal, between the Company and the Executive existing as of claims includesthe Effective Date, including, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 Agreement. This Section 6(d) does not waive or attempt to waive (1) any Claims that the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims Company may have against the Group and each member thereof under ADEA Executive relating to Executive’s employment and its termination. 1 Include to fraudulent conduct or willful misconduct; (2) any Claims that cannot legally be waived; or (3) any Claims the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as Company may be necessary to enforce this Agreement, to obtain benefits described in or granted have under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in this Waiver and Release For valuable consideration from the Company, receipt of Claims (this “Agreement”)which is hereby acknowledged, the term “claims” shall include all claimsExecutive waives, covenantsreleases, warrantiesand forever discharges the Company and its current and former parents, promisessubsidiaries, undertakingsdivisions, actionsaffiliates, suitsshareholders, causes of actionofficers, obligations, debts, accountsdirectors, attorneys’ fees, judgmentsagents, losses and liabilitiesemployees, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executorssuccessors, and assigns (collectively referred to as the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “GroupCompany Releasees”) from any and all rights, causes of action, claims or demands, whether express or implied, known or unknown, which the Executive has or any Related Party had, may have had, or now has against the Company, Company and/or the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverCompany Releasees, including, but not limited to, (x) any claim rights, causes of action, claims, or demands relating to or arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and following: (ya) any and all claims with respect to any equity, equity-based for discrimination or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising retaliation under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights ActAct of 1964, as amended, the Reconstruction Act of 1866, the Americans with With Disabilities Act, the Civil Rights Rehabilitation Act of 19911973, as amended, the Family and Medical Leave Act (FMLA), the Age Discrimination in Employment Act, the National Labor Relations Act, the Executive Retirement Income Security Act (ERISA), or any other federal, state, or local law relating to employment, discrimination, or retaliation; and (b) all claims for wages, compensation, vacation pay, sick pay, compensatory time, commissions, or benefits under ERISA, the Federal Equal Pay Act, and all the Fair Labor Standards Act (FLSA), the Illinois Wage Payment & Collection Act, or any other federal, state state, or local wage and local labor and antidiscrimination laws, hour law; and (c) all claims arising under the common law and of any other purported restriction on an employer’s right state which relate to terminate or arise out of the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member termination of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (employment including, without limitationbut not limited to, any claims relating to the employment contracts (express or implied), intentional interference with contracts, wrongful discharge, retaliatory discharge, retaliation, intentional or negligent infliction of emotional distress, defamation, invasion of privacy, wrongful termination of Executive’s employment)benefits, except as and wrongful denial of wages and/or commissions; and (d) all remedies of any type, including, but not limited to, damages and injunctive relief, in any action that may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of brought on the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of and/or the Company Releasees by any government agency or any of its Affiliates].2other person.

Waiver and Release. As used in this Waiver and Release Pursuant to Section [4(c)(i)] / [4(e)(i)] of Claims (this “the Employment Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described covenants and promises to be provided by Executive to the Employer Group including, without limitation, the promises set forth in Paragraph 3 of this Release (Executive’s General Release of Claims), the Offer LetterEmployer Group forever waives, releases and discharges Executive, for and on behalf of Executive and Executive’s his heirs, executors, administrators, executorsagents, and assigns (collectively referred to herein as, the “Related Executive Group”), and each of its and their respective agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Executive Group, the “Executive Released Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that the Employer Group has ever had or might have against the Executive Released Parties that directly or any Related Party hadindirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, association with, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age(statutory, race, sex, national origin, handicap, religion, disability regulatory or sexual preference [and (yotherwise) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, legally waived and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in tort and/or contract claims, including any manner from claims of defamation, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released herebyother harm. Notwithstanding the foregoingThis Release, nothing in this Agreement shall release Executive’s claim for however, excludes (i) unemployment compensation benefitsany claims which the Company is required to pursue under the terms of the Company’s clawback policy which terms are mandated by applicable law and/or by the listing standards of a national securities exchange on which the securities of the Company are listed, and (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company may arise after the date of on which Employer Group signs the agreement containing this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Release.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. . (b) For and in consideration of the payments described in Section 1.02 of the Offer LetterSeverance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its GBC Metals, LLC, a wholly owned subsidiary of the Company (“GBC Metals”), their direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.)affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive or any Related Party had, may have had, or now has against the Company, GBC Metals, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and antidiscrimination anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. . (c) The Executive specifically releases all claims against the Group and each member thereof under ADEA the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. 1 Include to the extent equity is called at termination. . (d) The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter, in each case, hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (“EEOC”). Except as otherwise provided in the preceding sentence, (ix) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (iiy) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Proceeding.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwisePLEASE READ THIS WAIVER AND RELEASE CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS UP TO AND INCLUDING THE DATE THAT THIS AGREEMENT AND RELEASE IS EXECUTED BY THE EXECUTIVE. For and in consideration of the payments described in and other benefits due to _________________________ (“Executive”) pursuant to the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns Employment Agreement (the “Related PartiesEmployment Agreement”) entered into as of ______________ (the “Effective Date”), effective between Kindly MD, the Release Effective Date (as defined below)Executive and for other good and valuable consideration, does fully the Executive irrevocably and unconditionally releases and forever waive discharges the Company and releaseeach and all of its present and former officers, remise agents, directors, managers, Executives, representatives, affiliates, shareholders, members, and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), each of their predecessors and successors and assigns, together and all persons acting by, through, under or in concert with the respective officers, directors, partners, shareholders, employees, membersit, and agents of the foregoing in each case individually and in their official capacities (collectively, the “GroupReleased Parties”) ), from any and all charges, complaints, grievances, claims and liabilities of any kind or nature whatsoever, known or unknown, suspected or unsuspected (hereinafter referred to as “claim” or “claims”) which the Executive at any time heretofore had or claimed to have or which the Executive may have or claim to have regarding events that have occurred up to and including the date of the Executive’s execution of this Release, including, without limitation, any and all claims related, in any manner, to the Executive’s employment or the termination thereof. In particular, the Executive understands and agrees that the Executive’s release includes, without limitation, all matters arising under any federal, state, or local law, including civil rights laws and regulations prohibiting employment discrimination on the basis of race, color, religion, age, sex, national origin, ancestry, disability, medical condition, veteran status, marital status and sexual orientation, or any Related Party hadother characteristic protected by federal, may have had, state or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, local law including, but not limited to, (x) any claim arising out claims under Title VII of or attributable to Executive’s employment or the termination Civil Rights Act of Executive’s employment with the Company1964, and also including but not limited to claims of breach of contractas amended, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (1967, as amended, the “ADEA”)Older Workers Benefit Protection Act of 1990, Title VII of the Civil Rights Actas amended, the Americans with Disabilities Act, the Civil Rights Act of 1991Rehabilitation Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974 (except as to vested benefits, if any), the Worker Adjustment and Retraining Notification Act, the Equal Pay Act, and all other federalthe Fair Labor Standards Act, state and local labor and antidiscrimination lawsas amended , the common law and District of Columbia Human Rights Act, as amended, the New York City Administrative Code, as amended, the New York Labor Law, as amended, the Maryland Human Relations Act, the New York Executive Law, as amended, the Utah Payment of Wages Act, as amended, claims arising out of any other purported restriction legal restrictions on an employer’s right to terminate its employees in any jurisdiction, such as claims for wrongful or constructive discharge, breach of any express or implied contract, and/or any claims on any basis whatsoever regarding your status, pay position, or title while employed by the employment of employees. Executive specifically releases all claims against the Group Company, federal and each member thereof under ADEA relating to Executive’s employment state wage and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed hour laws, or permitted to be filed against the Groupany common law, public policy, contract (whether oral or written, express or implied) or tort law, or any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any localother federal, state or federal agencylocal law, court regulation, ordinance or other body rule having any bearing whatsoever. The Executive shall have forty-five (each, a “Proceeding”), 45) days from the Date of Termination to sign and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to return this Agreement (including, without limitation, any claims relating Release by personal or guaranteed overnight delivery to the termination attention of Kindly MD a Utah corporation. Notwithstanding anything to the contrary in this Release, the Executive can revoke this Release within seven days after executing the Release by sending written notification to the Company of Executive’s employment)intent to revoke the Release, except as may be necessary to enforce and this Agreement, to obtain benefits described in Release shall not become effective or granted under this Agreement, or to seek a determination enforceable until such revocation period has expired. The Executive’s written notification of the validity of intent to revoke the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause Release must be sent to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Kindly MD.

Waiver and Release. As used a. Except as set forth in Section 3(e) below and for any claims arising out of personal guarantees by Employee on behalf of the Company, Employee for Employee’s own self and Employee’s affiliates, executors, heirs, successors and assigns, in consideration of the Benefits provided in Section 2 of this Agreement, does hereby fully and forever discharge and release the Company, the Company Group, and all of their parents, subsidiaries and affiliates, and with respect to each of the foregoing, its owners, agents, officers, shareholders, members, directors, employees, successors and assigns and each and all of the foregoing (collectively with Employee referred to in this Waiver and Release of Claims (this Agreement as the “AgreementReleased Company Parties”), the term “claims” shall include individually and collectively, from any and all claimsdebts, covenants, warranties, promises, undertakingsdemands, actions, suits, causes of action, obligations, debts, accounts, covenants, contracts, agreements, damages, omissions, promises, and any and all claims or liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (individually or collectively “Claims”) that Employee now has or may in the future have, or that any person or entity may have on Employee’s behalf, on account of or arising out of any matter or thing which has happened, developed or occurred prior to Employee’s signing of this Agreement, including, without limitation, all Claims arising from Employee’s employment with the Company, any promise, contract or agreement between Employee and Released Company Parties, Employee’s separation from employment with the Company, Employee’s other relationships and dealings with the Company and other Released Company Parties, and the termination of such other relationships or dealings. Employee hereby waives any and all such legal rights and Claims of any type or description that Employee has or might have against the Company and/or any of the other Released Company Parties. This Agreement is intended to be interpreted in the broadest possible manner to include all actual or potential Claims that Employee may have against the Company, whether now known or unknown, except as specifically provided otherwise in this Agreement. b. Employee agrees to fully and forever release all legal rights and Claims against the Released Company Parties, whether or not presently known and including future legal rights and Claims if based in whole or in part on acts or omissions occurring before Employee executes this Agreement. Employee agrees that the legal rights and Claims that Employee is giving up include, but are not limited to, legal rights and Claims, if any, under all State and Federal statutes that protect individuals from discrimination in employment, such as the Age Discrimination in Employment Act, as amended (“ADEA”), the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Rehabilitation Act of 1973, the Americans With Disabilities Act (“ADA”), the Equal Pay Act (“EPA”), the Family and Medical Leave Act (“FMLA”), the Genetic Information Nondiscrimination Act of 2008 (“▇▇▇▇”), the Employee Retirement and Income Security Act (“ERISA”), the Worker Adjustment and Retraining Notification Act (“WARN”), the National Labor Relations Act (“NLRA”), Federal and State False Claims Acts, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Wage and Hour Law and any similar Federal, State or local statute, regulation or order. c. Employee further agrees that the legal rights and Claims that Employee is giving up include any rights or Claims relating to any oral or written promise, agreement or contract of employment with the Company and/or other Released Company Parties, express or implied, or any oral or written promise, agreement or contract, express or implied, purporting to establish terms and conditions of employment. The Parties to this Agreement agree that any promise, agreement or contract concerning the employment of Employee by the Company or the terms and conditions of such employment or the termination of such employment, whether oral or written, express or implied is hereby terminated, is null and void, and has no further force or effect. d. Employee understands and agrees that the release provided in this Agreement also includes any and all Claims for defamation; wrongful discharge; constructive discharge; breach of contract (including employment contracts or collective bargaining agreements); breach of implied contract; breach of the covenant of good faith and fair dealing; tortious interference with business and/or contractual relationship (or prospective relationship); retaliatory discharge; whistleblower's claims (if waivable); estoppel of any kind; common-law intentional torts; negligence; intentional or negligent infliction of mental or emotional distress; discrimination, harassment and/or retaliation or wrongful action that has been or could have been alleged under the common law, any civil rights or equal opportunity employment law, or any other statute, regulation, ordinance or rule; and any Claims against Released Company Parties for attorneys’ fees, judgmentsliquidated damages, losses civil penalties, compensatory damages, punitive damages, costs, interest or any other kind of penalties or damages that exist or may exist as of the date that Employee signs this Agreement. Employee agrees that the complete release set forth in this Agreement is intended to apply to Claims that Employee does not presently know to exist. Subject to the representations and liabilitieswarranties contained in this Agreement, of whatsoever kind Employee understands that the facts with respect to which this Agreement is given may hereafter prove to be different from the facts now known or naturebelieved by them, both known and unknownthey hereby accept and assume the risk thereof and agree that this Agreement shall be and shall remain, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)all respects, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive not subject to termination or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or rescission by reason of any mattersuch difference in facts. e. Nothing in this Agreement is intended as, cause or thing whatsoevershall be deemed or operate as, a release by Employee of Claims or rights related to the following matters (the “Excluded Matters”), in each case only to the extent that a Claim or right is directly related to such Excluded Matter: (i) Employee’s vested rights, if any, under any qualified retirement plan in which Employee participates (e.g., 401(k) benefits); (ii) Employee’s COBRA, unemployment insurance and workers’ compensation rights, and (iii) all rights that Employee has to be indemnified by any Released Company Party (as described in Section 6(a) below). Additionally, nothing in this Agreement shall be construed to constitute a waiver of (i) any Claims that Employee may have against the Released Company Parties that arise from acts or omissions that occur after the date of Employee’s execution of this Agreement, (ii) Employee’s rights, protected under law, to file a complaint or charge with, communicate with, provide relevant and truthful information to or otherwise cooperate with any governmental authority -- including the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), the Occupational Safety and Health Administration (“OSHA”), and, as further set out in Section 7 below, the Securities and Exchange Commission (“SEC”) -- regarding a possible violation of law or respond to any inquiry from such governmental authority, including an inquiry about the existence of this Agreement or its underlying facts, (iii) Employee’s right to communicate with any government agency or right to participate in any regulatory or law enforcement investigation, including their right to report any suspected violations of law, and (iv) any Claims Employee cannot waive as a matter of law. Employee agrees, however, to waive and release any right to receive any individual remedy or to recover any individual monetary or non-monetary damages as a result of any administrative charge, complaint or lawsuit filed by Employee or anyone on Employee’s behalf, except as explicitly prohibited by law or as set forth in Section 7. Finally, the release of all Claims set forth in this Section 3 does not affect Employee’s rights as expressly created by this Agreement and does not limit Employee’s ability to enforce this Agreement. f. This Waiver and Release includes, but is not limited to, a waiver, discharge and release by Employee of the Released Company Parties from any damages or relief of whatever nature or description, including, but not limited to, (x) compensatory damages, liquidated damages, punitive damages, equitable forms of relief, as well as any claim arising out of Claims for attorneys’ fees or attributable to Executive’s employment or the termination of Executive’s employment with the Companycosts, and also including but not limited to claims of breach of contractcivil penalties and/or interest, wrongful termination, unjust dismissal, defamation, libel or slander, or under which may arise from any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights ActClaims waived, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed discharged or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2released.

Waiver and Release. As used In consideration for the severance benefits set forth in paragraph 2(a) of this Agreement, you agree to and hereby do fully release and forever discharge the Released Parties (as defined below in this Waiver paragraph 7) from, and Release waive any and all claims asserting, liability for damages or remedies or claims of Claims any kind arising out of any action, inaction, decision, or event occurring through the date of your execution of this Agreement: • ON, and its predecessor companies; • All companies owned by, connected with, or affiliated with ON, including its sole member, ON Semiconductor Corporation (this “AgreementON Affiliated Entities”); and • Current and former directors, officers, managers, employees, shareholders, insurers, legal counsel, auditors, advisors and agents of ON and any of ON Affiliated Entities. With all of the term above collectively referred to as “claimsReleased Parties.” shall include You understand that you are giving up any and all claims, covenants, warranties, promises, undertakings, manner of actions or causes of actions, suits, causes of action, obligations, debts, accountsclaims, attorneys’ feescomplaints, judgmentsor demands of any kind whatsoever with respect to the Released Parties, losses and liabilitieswhether direct or indirect, of whatsoever kind fixed or naturecontingent, both known and or unknown, in lawlaw or in equity, equity that you have or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, arising under or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, includingbased on, but not limited to, (x) any claim arising out the: • Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act; • Americans with Disabilities Act; • Employee Retirement Income and Security Act; • Fair Labor Standards Act; • Family and Medical Leave Act; • National Labor Relations Act; • Occupational Safety and Health Act; • Rehabilitation Act; • Title VII, as amended by the Civil Rights Act of or attributable to Executive’s employment or the termination 1991; • Worker Adjustment and Retaining Notification Act of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any 1988; and/or • Any other federal, state or local law dealing law, including any attorneys’ fees that could be awarded in connection with discrimination based on age, race, sex, national origin, handicap, religion, disability these or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesclaims. You further understand that this Agreement extends to, but is not limited to, all claims arising under the Age Discrimination that you have or may have in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed contract or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, tort theories with respect to claims released pursuant the Released Parties. This includes, but is not limited to, the following potential claims: • Wrongful discharge, or wrongful discharge in violation of public policy; • Breach of contract, breach of an express or implied promise, breach of the implied covenant of good faith and fair dealing, or breach of fiduciary duty; • Interference with contractual relations; • Promissory estoppel; • Breach of employee handbooks, manuals or other policies; • Assault or battery; • Intentional or negligent misrepresentation, or fraud; • Retaliation, or intentional or negligent infliction of emotional distress; • Defamation (including all forms of libel, slander, and self-defamation); • Negligent hiring, retention or supervision; and/or • Any other claim otherwise based on any theory, whether developed or undeveloped, arising from or related to this Agreement (including, without limitation, any claims relating to your employment or the termination of Executive’s employment)your employment with ON, except as may be necessary or any other fact or matter occurring prior to enforce your execution of this Agreement. Your release of claims, as set forth above, is not intended to obtain benefits described in and does not waive or granted under release your rights to claims arising after your execution of this Agreement, or to rights to seek a determination of the validity of the waiver of Executive’s rights post-termination insurance continuation or other post-termination benefits under the ADEA“COBRA”, “ERISA”, or initiate other state or participate in an investigation federal laws or proceeding conducted by the Equal Employment Opportunity Commissionregulations relating to insurance continuation rights or other vested benefits, or any other vested rights, if any, which you have pursuant to ON’s qualified or non-qualified employee benefit plans, 401(k) plans or other retirement plans, as applicable. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoingSimilarly, nothing in this Agreement shall release Executiveprevent you from challenging the validity of the waiver(s) and release(s) in a charge with an appropriate agency (which ON reserves the right to contest); provided however, that all of ON’s claim for (i) unemployment compensation benefitsobligations under this Agreement, (ii) any claims by Executive in respect of any vested including the severance benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iiiparagraph 2(a) any right or claim that arises against the Company after the date of this Agreement, (ivare conditioned upon the validity and full effectiveness of such waiver(s) rights and release(s). To the extent not prohibited by law, you agree that in the event of the waiver(s) and release(s) are deemed unenforceable or ineffective in any respect, ON will be entitled to repayment of all moneys paid to you under paragraph 2(a) this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in this Waiver You, your heirs, representatives, executors, administrators, successors and Release of Claims assigns, (this collectively “Agreementyou”)) hereby voluntarily waive, the term “claims” shall include release, settle, discharge and promise never to assert any and all claims, covenantsdemands, warranties, promises, undertakingscharges, actions, suits, causes of action, obligations, debts, accountscovenants, attorneys’ feescontracts, judgmentspromises, losses and liabilities, of whatsoever kind or nature, both known and unknownagreements, in law, law and equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the collectively “Related Partiesclaims”), effective whether known or unknown, that you have or might have against the Release Effective Date (as defined below)Company and its predecessors, does fully and forever waive and releaseparent companies, remise and discharge the Companydivisions, its direct and indirect parentsrelated entities, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, agents, attorneys, employees, memberssuccessors or assigns, and agents from the beginning of the foregoing (collectivelyworld to the date of this Agreement, whether arising under the “Group”) from any United States and/or state constitutions and all claims which Executive laws or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim common law and/or arising out of alleged violations of any federal, state, local or attributable other governmental statutes, regulations or ordinances, and whether currently existing or hereafter arising based on existing facts or events arising from or related to Executive’s employment or the termination of Executive’s your employment with the Company, the terms and also including conditions of your employment, your compensation and benefits, or your separation and termination of employment with the Company. These claims include, but are not limited to to, any and all claims of arising under federal, state and local statutory or common law, including, without limitation, all torts, breach of contract, impairment of economic opportunity, wrongful terminationdischarge, unjust dismissalintentional or negligent infliction of emotional harm, promissory estoppel, fraud, defamation, libel misrepresentation, invasion of privacy, whistleblower or slanderany other tort or legal wrong; all claims for reinstatement, wages, bonuses, severance, benefits, back or front pay, meal breaks, leaves of absence, or other forms of compensation or benefits; all claims for attorneys’ fees, costs or punitive damages; and, any and all claims for discrimination or retaliation under any federal, state or local law dealing with discrimination based on agelaw, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all including without limitation claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, Act of 1964; the Americans with With Disabilities Act; the Rehabilitation Act of 1973, as amended; the Uniform Services Employment and Re-employment Rights Act (USERRA); the Civil Rights Act, as amended; the Family and Medical Leave Act of 19911993, as amended; the Family Medical Leave ActEmployee Retirement Income Security Act of 1974, as amended; Chapters 21 and 451 of the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and Texas Labor Code (or any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, applicable state or federal agency, court or other body (each, a “Proceeding”local equivalent thereof), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement waiver and release shall release Executive’s claim for not apply to (i1) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled your ability to pursuant to enforce the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv2) rights under this Agreementany claim which, as a matter of law, cannot be released by private agreement such as claims for unemployment compensation and workers compensation, (v3) any legal indemnification rights to indemnification (if any exist) for acts or omissions occurring in your capacity as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company prior to the Date of Termination, and (4) any non-waivable charges or claims that may be brought before any governmental agency which cannot be waived as a matter of its Affiliates].2law; however, with regard to any non-waivable claims, you agree that you will not accept any further compensation from the Company nor any other benefit sought or obtained by anyone purporting to act on your behalf.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterService Agreement, Executive, himself and for any person or entity that may claim by him or through him, including Executive's heirs, executors, administrators and on behalf assigns, hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Company and each of Executive its individual or collective past, present and Executive’s heirsfuture parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (the “Related Parties”hereinafter collectively referred to as "Releasees"), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims claims, causes of action or liabilities relating to Executive’s service to the Company or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date the Executive executes this Agreement which Executive have been or any Related Party had, may have had, or now has could be asserted against the CompanyReleasees, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, : (xa) any claim arising out causes of action or attributable liabilities relating to Executive’s employment service to the Company or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the "ADEA"), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, the Illinois Human Rights Act, and the Delaware General Companys Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to Executive’s service with the Company or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s employment and its termination. 1 Include service to the extent equity is called at Company or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to service to and/or separation from service to the Company and/or any of the other Releasees. Nothing herein shall limit or impede Executive's right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission ("EEOC"), or any other local, state, federal or foreign agency, and/or any causes of action which by law Executive may not legally waive. Executive represents agrees, however, that if Executive has or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not filed or permitted to be filed against the Groupaccept, any member payments, monies, damages, or other relief, awarded in connection therewith. Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, any other applicable plans, programs or arrangements of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (Company including, without limitation, the Company’s certificate of incorporation or By-laws, the Company’s 2006 Incentive Compensation Plan and any claims relating agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as would otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner exclude from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) its binding effect any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims not now known by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2to exist.

Waiver and Release. As used in In exchange for the Separation Benefits the Company will provide you under this Waiver Separation Agreement, you release and Release forever discharge ABM Industries Incorporated, ABM Industry Groups, LLC, GCA Services Group, Inc., and all of Claims (this “Agreement”)their respective past, the term “claims” shall include all claimspresent or future subsidiaries, covenantsaffiliates, warrantiesrelated persons or entities, promisesincluding but not limited to its officers, undertakingsdirectors, actionsmanagers, suitsemployees, causes of actionshareholders, obligations, debts, accountsagents, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, successors and assigns (collectively the “Related Released Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims actions, claims, demands and damages, whether actual or potential, known or unknown, and specifically but not exclusively, which Executive or any Related Party had, you may have hador claim to have against the Company as of the date you sign this Separation Agreement including, without limitation, any and all claims related or in any manner incidental to your employment with the Company or termination of that employment relationship which you or your heirs, successors, executors, or now has against the Company, the Group, collectively or any member other representatives may have (“Claims”). All such Claims are forever barred by this Separation Agreement regardless of the Group individually, for or by reason of any matter, cause or thing whatsoeverforum in which such Claims might be brought, including, but not limited to, Claims (xa) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability governing the employment relationship or sexual preference [and its termination (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesincluding, but is not limited to, all claims arising under Title VII of the Civil Rights Acts of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967 (ADEA); the “ADEA”Older Worker Benefit Protection Act (OWBPA), Title VII of the Civil Rights Act, ; the Americans with Disabilities Act, the Civil Rights Act of 1991, ; the Family Medical Leave Act, ; the Equal Pay Employee Retirement Income Security Act of 1974 (ERISA): the Rehabilitation Act; the Worker Adjustment and Retraining Notification Act; the Minnesota Human Rights Act, chapter 363A, any state, local, and all other federal, state and local labor and antidiscrimination federal employment laws, and any amendments to any of the foregoing; (b) claims related to status (perceived or actual) as a whistleblower; and/or (c) under the common law for breach of contract, wrongful discharge, promissory estoppel, personal injuries and/or torts. You understand that this is a general waiver and any other purported restriction on an employer’s right to terminate the employment release of employees. Executive specifically releases all claims against the Group claims, known or unknown, that you In addition, by signing this Separation Agreement you acknowledge and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents agree that Executive has you are not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding aware of any nature actions or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims inactions by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2the Released Parties that you believe may constitute bank fraud, wire fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission (the “SEC”), any violation of federal law, or any violation of the Company’s Code of Business Conduct. The above release does not waive claims (i) for vested rights under ERISA-covered employee benefit plans as applicable on the date you sign this Separation Agreement, (ii) that may arise after you sign this Separation Agreement, (iii) which cannot be released by private agreement, or (iv) alleging breach of this Separation Agreement.

Waiver and Release. As used In exchange for the special separation benefits promised to you in this Waiver Agreement, and Release of Claims (this “Agreement”)as a material inducement for that promise, you hereby WAIVE, RELEASE and FOREVER DISCHARGE the term “claims” shall include Company and/or related persons from any and all claims, covenants, warranties, promises, undertakings, actions, suitsdemands, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses rights and liabilities, liabilities of whatsoever every kind (whether or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”not you now know them to exist) from any and all claims which Executive or any Related Party you ever had, now have or may have had, or now has against the Company, the Group, collectively Company and/or related persons for any reason or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, through the later of the Separation Date or the date you execute this Agreement (collectively, “Claims”), including, but not limited to, (x) any claim and all Claims arising out of or attributable related to Executive’s your employment or service with the Company or the termination of Executive’s your employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderservice, or under any federalemployment agreement, state stock option agreement, restricted stock agreement or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [change-in-control severance benefits agreement to which you are a party. This WAIVER and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims RELEASE includes, but is not limited to, all claims arising any Claim for unlawful discrimination under the Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA”), ; Title VII of the Civil Rights ActAct of 1964, as amended; the Americans with Disabilities Act of 1990, 42 U.S.C. § 1981; the Worker Adjustment and Retraining Notification Act, ; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991, the Family Medical Leave Act, ; the Equal Pay Act, ; and all any Claim under any other federal, state and or local labor and antidiscrimination lawsconstitution, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA statute, rule, regulation or ordinance relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Groupyour employment, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s your employment), or for breach of contract, wrongful discharge, tort or other civil wrong. To the fullest extent permitted by law, you PROMISE NOT TO SUE or bring any lawsuit related to the Claims you are waiving by this Agreement against the Company and/or related persons in the future, individually or as a member of a class, except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executiveyour rights under the ADEA. You will immediately withdraw with prejudice any such lawsuit that you have initiated before the Effective Date (as defined below) of this Agreement. You acknowledge that, although this provision prohibits you from filing or maintaining a lawsuit concerning Claims covered by this Agreement, it does not prohibit you from lodging a charge or complaint with any governmental agency or participating in a governmental agency investigation. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in any charge, complaint or lawsuit filed by you or by anyone else on your behalf. You specifically release all Claims under the ADEA relating to your employment and its termination. (a) If you violate this Agreement by bringing or maintaining a lawsuit contrary to this Paragraph, you will pay all costs and expenses of the Company and/or related persons in defending against such charges, claims or actions brought by you or on your behalf, including reasonable attorneys’ fees, and will be required to give back, at the Company’s sole discretion, the value of anything paid by the Company in exchange for this Agreement. The remedies set forth in this subparagraph will not apply to any challenge to the validity of the waiver and release of your rights under the ADEA. If you challenge the validity of the waiver and release of your rights under the ADEA, or initiate or participate in an investigation or proceeding conducted then the Company’s right to attorneys’ fees and costs will be governed by the Equal Employment Opportunity Commissionprovisions of the ADEA, so that the Company may recover such fees and costs if the lawsuit is brought by you in bad faith. Except as otherwise provided in Any such action permitted to the preceding sentenceCompany by this subparagraph, (i) Executive however, will not initiate affect or cause to be initiated on Executive’s behalf impair any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights your obligations under this Agreement, including without limitation, the release of Claims in Paragraph 5. (vb) rights As referred to indemnification as an officer or employee of in this Agreement, “the Company and/or related persons” includes the Company, its parents, subsidiaries, affiliates and divisions, any employee benefit plan or trust sponsored by the Company, its parents, subsidiaries, affiliates and divisions, any fiduciaries or administrative personnel involved with those employee benefit plans, the respective successors and assigns of all the aforementioned individuals and entities, and all of their past and present directors, officers, representatives, shareholders, agents, and employees, whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them. (vic) rights This Agreement and your promise not to payment sue are binding on you, your heirs, legal representatives and assigns. (d) You do not waive any of your vested benefits under the Offer Letter Company’s 401(k) plan, BG Staffing, Inc. 2013 Long-Term Incentive Plan (or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company under your stock option agreements under that plan), or any of its Affiliates].2rights under applicable workers’ compensation laws.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterEmployment Agreement, Executive, for herself and on behalf of Executive and for any person or entity that may claim by or through his, including Executive’s heirs, executors, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Corporation, its Affiliates, and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, directorsassociates, employees, representatives, partners, shareholdersconsultants insurers, employeesattorneys, membersadministrators, accountants, executors, heirs, successors, and agents agents, and each of the foregoing its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (collectivelyhereinafter collectively referred to as “Releasees”), the “Group”) from any and all claims which Executive claims, causes of action or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable liabilities relating to Executive’s employment or the termination of Executive’s employment with the CompanyCorporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and also including the date Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of action or liabilities relating to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel Executive’s employment with the Corporation or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims the termination thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the “ADEA”), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to Executive’s employment with the Corporation or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s employment and its with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or any of the other Releasees. 1 Include Nothing herein shall limit or impede Executive’s right to the extent equity is called at termination. Executive represents that Executive has not filed file or permitted to be filed against the Grouppursue an administrative charge with, or participate in, any member of investigation before the Group individually Equal Employment Opportunity Commission, or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any other local, state or federal agency, court and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive, or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other body (eachrelief, awarded in connection therewith. Nothing herein shall constitute a “Proceeding”)waiver or release of any of Executive’s rights under this Agreement, and Executive covenants and agrees that Executive will not do so at any time hereafterother applicable plans, in each case, with respect to claims released pursuant to this Agreement (programs or arrangements of the Corporation including, without limitation, any claims relating to the termination Corporation’s Certificate of Executive’s employment)Incorporation or By-laws, except as either may be necessary amended from time to enforce time, the Equity Plan and any agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as would otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner exclude from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) its binding effect any claims against the Corporation not now known by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2exist.

Waiver and Release. As used in In exchange for the Severance Benefits the Company will provide you under this Waiver Separation Agreement, you release and Release forever discharge the Company, ABM Industries Incorporated, and all of Claims (this “Agreement”)their respective past, the term “claims” shall include all claimspresent or future subsidiaries, covenantsaffiliates, warrantiesrelated persons or entities, promisesincluding but not limited to its officers, undertakingsdirectors, actionsmanagers, suitsemployees, causes of actionshareholders, obligations, debts, accountsagents, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, successors and assigns (collectively the “Related Released Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims actions, claims, demands and damages, whether actual or potential, known or unknown, and specifically but not exclusively, which Executive or any Related Party had, you may have hador claim to have against the Company as of the date you sign this Separation Agreement including, without limitation, any and all claims related or in any manner incidental to your employment with the Company or termination of that employment relationship including any claims relating to the intellectual property and related know-how commonly known as “Unified Workforce” or the “Unified Workforce Platform” (“Claims”) which you or your heirs, successors, executors, or now has against the Company, the Group, collectively or any member other representatives may have. All such Claims are forever barred by this Separation Agreement regardless of the Group individually, for or by reason of any matter, cause or thing whatsoeverforum in which such Claims might be brought, including, but not limited to, Claims (xa) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability governing the employment relationship or sexual preference [and its termination (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesincluding, but is not limited to, all claims arising under Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, ; the Americans with Disabilities Act, the Civil Rights Act of 1991, ; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, the Equal Pay Rehabilitation Act, the Worker Adjustment and all Retraining Notification Act, any state, local, and other federal, state and local labor and antidiscrimination federal employment laws, and any amendments to any of the foregoing and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and any other purported restriction on an employer’s right to terminate the employment release of employees. Executive specifically releases all claims claims, known or unknown, that you may have against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents Released Parties based on any act, omission, matter, cause or thing that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after occurred through the date of your execution of this Separation Agreement. In addition, (iv) rights under by signing this Agreement, (v) rights to indemnification as an officer Separation Agreement you acknowledge and agree that you are not aware of any actions or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims inactions by Executive in respect of his capacity as an equityholder of the Company or any of the Released Parties that you believe may constitute bank fraud, wire fraud, mail fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission, any violation of federal law, or any violation of the Company’s Code of Business Conduct. The above release does not waive claims (i) for vested rights under employee benefit plans as applicable on the date you sign this Separation Agreement, (ii) that may arise after you sign this Separation Agreement, (iii) which cannot be released by private agreement, or (iv) under this Separation Agreement. In addition, the Company agrees that the above release does not extend to, release or modify any rights to indemnification, defense, or advancement of expenses to which you are entitled from the Company or its Affiliates].2insurers under the Company’s Certificate of Incorporation, Bylaws, the General Corporation Law of the State of Delaware, California Labor Code Section 2802 or any other state or federal law or regulations. Waiver of California Civil Code § 1542. To effect a full and complete release as described above, you expressly waive and relinquish all rights and benefits of §1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance and consequence of specifically waiving §1542, which states:

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in a) In consideration of the payments described in the Offer Letterpromises and benefits outlined herein, ExecutiveMart▇▇, for and on ▇▇ behalf of Executive and Executive’s his heirs, executors, administrators, executors, and assigns (the “Related Parties”)and agents hereby knowingly and voluntarily releases, effective the Release Effective Date (as defined below), does fully acquits and forever waive discharges the Company and releaseany past, remise present and discharge the Companyfuture affiliates, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, membersagents, legal representatives, successors, assigns and agents of the foregoing (collectively, the “Group”) shareholders from and against any and all claims and causes of action arising out of (i) Mart▇▇'▇ ▇▇▇loyment by the Company or termination therefrom, (ii) the Employment Agreement (including, without limitation, any accrued and unpaid vacation time), (iii) any discrimination claim whether or not arising under any local, state or federal law or regulation, public policy or common law (including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act and the Older Workers Benefit Protection Act), and (iv) any state, federal or local statute, regulation, public policy, contract or tort principle in any way governing or regulating Mart▇▇'▇ ▇▇▇loyment or the termination thereof, including claims under the Texas Employment Discrimination Law, the Texas Commission on Human Rights Act, Labor Code Section 21.001, et. Seq., and the Texas Disability Discrimination Law, whether known or unknown, which Executive or could have been brought up to and including the date hereof, including but not limited to, any Related Party hadand all claims for damages, may attorney's fees and equitable relief which have hadbeen asserted, or now has against could have been asserted; provided, however, that, that this release shall not apply to any claim relating to Mart▇▇'▇ ▇▇▇orcement of the matters described in this Agreement. (b) In consideration of the promises and benefits outlined herein, the Company, on behalf of itself and its officers, directors, subsidiaries, affiliates, assigns and agents hereby knowingly and voluntarily releases, acquits and forever discharges Mart▇▇ ▇▇▇ his heirs, executors, administrators, agents, legal representatives, successors and assigns from and against any and all claims and causes of action arising out of (i) Mart▇▇'▇ ▇▇▇loyment by the GroupCompany or Mart▇▇'▇ ▇▇▇formance of his duties as an officer, collectively employee or shareholder in the Company or its subsidiaries or affiliates, (ii) the Employment Agreement, or (iii) any member claim arising out of, in connection with or related to, in any way, any action taken by Mart▇▇ ▇▇ his capacity of officer, employee, shareholder or authorized representative of the Group individuallyCompany or its subsidiaries or affiliates, for whether known or by reason of any matterunknown, cause or thing whatsoeverwhich could have been brought up to and including the date hereof, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect for damages, attorney's fees and equitable relief which have been asserted, or could have been asserted; provided, however, that this release shall not apply to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA claim relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member arising out of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate actions or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required omissions by law) in any Proceeding of any nature Mart▇▇ ▇▇▇ch are fraudulent or description against any member of the Group individually which result from willful misconduct or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out the Company's enforcement of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing matters described in this Agreement shall release Executive’s claim for Agreement. (ic) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Mart▇▇ ▇▇▇nowledges that the Company benefit plans or other Company retirement plans of any type that Executive is entitled has advised him to pursuant to the terms thereof as a result consult with an attorney of his employment with choosing prior to signing this Agreement and that he have twenty-one (21) days during which to consider the Company, (iii) any right or claim that arises against the Company after the date provisions of this Agreement, although he may sign and return it sooner. Mart▇▇ ▇▇▇ther acknowledges that he has been advised by the Company that he has the right to revoke this Agreement for a period of seven (iv7) rights under days after signing it and that this Agreement shall not become effective or enforceable until such seven (7) days revocation period has expired. Mart▇▇ ▇▇▇nowledges and agrees that, if he wishes to revoke this Agreement, (v) rights to indemnification as an officer or employee of the Companyhe must do so in writing, (vi) rights to payment under the Offer Letter or (vii) [any claims signed by Executive in respect of his capacity as an equityholder of him and received by the Company or any of at its Affiliates].2headquarters no later than 5:00 p.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. . (b) For and in consideration of the payments described in Section 1.02 of the Offer LetterSeverance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its A. J Oster Group., a wholly owned subsidiary of the Company (“Oster Group”), their direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.)affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive or any Related Party had, may have had, or now has against the Company, Oster Group, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and antidiscrimination anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. . (c) The Executive specifically releases all claims against the Group and each member thereof under ADEA the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. 1 Include to the extent equity is called at termination. . (d) The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter, in each case, hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (“EEOC”). Except as otherwise provided in the preceding sentence, (ix) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (iiy) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Proceeding.

Waiver and Release. As used (a) In exchange for the separation benefits promised to you in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)as a material inducement for that promise, effective the Release Effective Date (as defined below)you hereby waive, does fully release, and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) Synchrony and/or related persons from any and all claims claims, rights and liabilities of every kind, whether or not you now know them to exist, which Executive you ever had or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of your employment with Synchrony or attributable to Executive’s employment or the termination of Executive’s employment with the Company, that employment. This waiver and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising any claim for unlawful discrimination under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 1981, the Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA”), Title VII of ; claims under the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Worker Adjustment and Retraining Notification Act of 1991, the Family Medical Leave Act(“WARN”), the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and all the Family and Medical Leave Act of 1993, as amended, and any violation of any other federal, state or local constitution, statute, rule, regulation or ordinance, or for breach of contract, wrongful discharge, tort or other civil wrong. (b) To the fullest extent permitted by law, you also promise not to ▇▇▇ or bring any claims or lawsuits related to the claims you are waiving by this Agreement against Synchrony and/or related persons in the future, individually or as a member of a class, and local labor you will immediately withdraw with prejudice any such claims or lawsuits that you began before signing this Agreement. (c) If you violate this Agreement by bringing or maintaining any claims or lawsuits contrary to this Paragraph, you will pay all costs and antidiscrimination lawsexpenses of Synchrony and/or related persons in defending against such claims or lawsuits brought by you including reasonable attorney’s fees, and will be required to give back, at Synchrony’s sole discretion, the common law and any other purported restriction on an employer’s right to terminate the employment value of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include anything paid by Synchrony in exchange for this Agreement, except to the extent equity that paying such fees, costs and expenses is called at termination. Executive represents that Executive has not filed prohibited by law or permitted to be filed against would result in the Group, any member invalidation of the Group individually foregoing release. (d) Nothing herein modifies or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body affects (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary i) your right to enforce the terms of this Agreement; (ii) your right to file a charge with, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by, a Government Agency (though you do waive any and all rights to monetary or other personal relief from Synchrony as a result of any such process); (iii) your right to receive a monetary award from a Government Agency under its whistleblower program for reporting in good faith a possible violation of law to such Government Agency; (iv) any vested rights and benefits that you may have under any applicable Synchrony benefit or compensation plan; (v) any recovery to which you may be entitled pursuant to workers’ compensation and unemployment insurance laws; (vi) any rights that arise after the date you execute this Agreement; or (vii) any right where a waiver is expressly prohibited by law. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Financial Industry Regulatory Authority, the U.S. Securities and Exchange Commission, any other self-regulatory organization or any other federal state, or local governmental agency or commission. Except as otherwise provided Additionally, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the preceding sentencepurpose of reporting or investigating a suspected violation of law, (ib) Executive will not initiate in a complaint or cause other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if you file a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to be initiated on Executive’s behalf your attorney in such lawsuit, provided you must file any Proceedingdocument containing the trade secret under seal, and will you may not participate (disclose the trade secret, except pursuant to court order. However, you are not authorized to make any disclosures as required by law) in any Proceeding of any nature or description against any member of to which Synchrony may assert protection from disclosure under the Group individually attorney-client privilege or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executiveattorney work product doctrine without Synchrony’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2prior written consent.

Waiver and Release. As used In return for the benefits fisted in this Waiver Sections 3, 4, 6, 8, 9 and Release of Claims (this “Agreement”)10 above, the term “claims” shall include Hira absolutely and unconditionally releases and forever discharges UBICS and its representatives, successors and assigns, and its present and former directors, officers, employees, agents and attorneys from all claims, covenants, warranties, promises, undertakingsdemands, actions, suits, causes damages and expenses of actionany nature whatsoever, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in lawwhether under federal, equity state or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates municipal law (including Crackle Holdings, L.P.), their predecessors any common law claims related to employment) and successors including all statutes and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, includingordinances concerning employment discrimination on account of, but not limited to, (x) sex, race, age, religion, national origin, familial status, military status and disability. This waiver and release includes, without limitation, any claim claims under the Pennsylvania Human Relations Act; Title VII of the Civil Rights Act of 1964, as amended; the 1991 Civil Rights Act; the Older Workers Benefit and Protection Act; the Age Discrimination in Employment Act, as amended; the Americans with Disabilities Act; the Employee Retirement Income Security Act; local employment ordinances, and the law of contract and tort, that Hira may have related to or arising out of or attributable to Executive’s Hira's employment or the termination of Executive’s employment with the CompanyUBICS, and also including but not limited to claims of based on breach of contract, wrongful terminationpromissory estoppel, unjust dismissaldetrimental reliance, defamationintentional infliction of emotional distress, libel or slanderand negligent infliction of emotional distress. Hira additionally specifically releases UBICS, or under any federalits successors and assigns, state or local law dealing with discrimination based on ageand its present and former directors, raceofficers, sexemployees, national originagents and attorneys, handicap, religion, disability or sexual preference [and (y) from any and all claims with respect to or causes of action for the fees, costs and expenses of any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so attorneys who have at any time hereafter, represented him in each case, connection with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterEmployment Agreement, Executive, himself and for and on behalf of Executive and any person or entity that may claim by him or through him, including Executive’s heirs, executors, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Corporation, its Affiliates, and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, directorsassociates, employees, representatives, partners, shareholdersconsultants insurers, employeesattorneys, membersadministrators, accountants, executors, heirs, successors, and agents agents, and each of the foregoing its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (collectivelyhereinafter collectively referred to as “Releasees”), the “Group”) from any and all claims which Executive claims, causes of action or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable liabilities relating to Executive’s employment or the termination of Executive’s employment with the CompanyCorporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and also including the date Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to: (a) causes of action or liabilities relating to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel Executive’s employment with the Corporation or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims the termination thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the “ADEA”), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or (b) causes of action or liabilities related to Executive’s employment with the Corporation or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or (c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or (d) any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s employment and its with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or any of the other Releasees. 1 Include Nothing herein shall limit or impede Executive’s right to the extent equity is called at termination. Executive represents that Executive has not filed file or permitted to be filed against the Grouppursue an administrative charge with, or participate in, any member of investigation before the Group individually Equal Employment Opportunity Commission, or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any other local, state or federal agency, court and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other body (eachrelief, awarded in connection therewith. Nothing herein shall constitute a “Proceeding”)waiver or release of any of Executive’s rights under this Agreement, and Executive covenants and agrees that Executive will not do so at any time hereafterother applicable plans, in each case, with respect to claims released pursuant to this Agreement (programs or arrangements of the Corporation including, without limitation, any claims relating to the termination Corporation’s Certificate of Executive’s employment)Incorporation or By-laws, except as either may be necessary amended from time to enforce time, the Equity Plan and any agreements thereunder, or under the Indemnification Agreement. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as would otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner exclude from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) its binding effect any claims against the Corporation not now known by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2exist.

Waiver and Release. As used in this Waiver and Release Pursuant to Section [4(c)(i)] / [4(e)] of Claims (this “the Employment Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described Post-Termination Benefits to be provided to Executive as outlined in the Offer LetterEmployment Agreement and this Release as set forth herein, Executive, for and on behalf of Executive himself and Executive’s his heirs, administrators, executors, administrators and assigns assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Related PartiesEmployer Group”), effective the Release Effective Date (as defined below), does fully and forever waive each of its and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “GroupEmployer Released Parties”) ), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Release, however, excludes (i) Executive will any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any payments under any Company benefit plans or other Company retirement plans the Employment Agreement) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors’ and officers’ liability insurance under the Offer Letter or (vii) [Employment Agreement, Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of its Affiliates].2Company equity awards under the Company’s equity incentive plans or as a holder of Fund Incentives; (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release; and (vi) any claim arising from Employer’s breach of Section 2 or Section 3 of the Employment Agreement.

Waiver and Release. As used in In exchange for the Severance Benefits the Company will provide you under this Waiver and Release of Claims (this “Separation Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully you release and forever waive and release, remise and discharge the Company, its direct any and indirect all past, present or future parents, subsidiaries and affiliates (including Crackle Holdings, L.P.the “Axiall Companies”), their predecessors and any and all past, present, or future related persons or entities, including but not limited to the Company’s and the Axiall Companies’ officers, directors, managers, employees, shareholders, agents, attorneys, successors and assigns, together with specifically including without limitation Axiall Corporation (the respective officers“Released Parties”) from, directorsany and all actions, partnersclaims, shareholdersdemands and damages, employeeswhether actual or potential, membersknown or unknown, and agents specifically but not exclusively, which you may have or claim to have against the Released Parties as of the foregoing (collectivelydate you sign this Separation Agreement including, the “Group”) from without limitation, any and all claims related or in any manner incidental Agreed to by Sha▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇nitials/Date): /s/Sha▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇/25/15 Agreed to by Axiall Corporation (Initials/Date): /s/Dea▇ ▇▇▇▇▇▇▇ /12/1/15 Sha▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to your employment with the Company or termination of that employment relationship (“claims”) which Executive you or any Related Party hadyour heirs, may have hadsuccessors, executors, or now has against the Company, the Group, collectively or any member other representatives may have. All such claims are forever barred by this Separation Agreement regardless of the Group individually, for or by reason of any matter, cause or thing whatsoeverforum in which such claims might be brought, including, but not limited to, claims (xa) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability governing the employment relationship or sexual preference [and its termination (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesincluding, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, Acts of 1964 and 1991; the Americans with Disabilities Act, the Civil Rights Act of 1991, ; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, the Equal Pay Rehabilitation Act, the Worker Adjustment and all Retraining Notification Act, the federal Age Discrimination in Employment Act, any state, local, and other federal, state and local labor and antidiscrimination federal employment laws, and any amendments to any of the foregoing) and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and any other purported restriction on an employer’s right to terminate the employment release of employees. Executive specifically releases all claims claims, known or unknown, that you may have against the Group and each member thereof under ADEA relating to Executive’s employment and its terminationReleased Parties based on any act, omission, matter, cause or thing that occurred through the date of your execution of this Separation Agreement. 1 Include to the extent equity is called at termination. Executive represents that Executive has The above release does not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to waive claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in arise after you sign this Agreement shall release Executive’s claim for (i) unemployment compensation benefitsSeparation Agreement, (ii) any claims which cannot be released by Executive in respect of any vested benefits under any Company benefit plans private agreement or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against to enforce the Company after the date terms of this Separation Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee including the payment of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive compensation and benefits specified in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Exhibit A.

Waiver and Release. As used in this Waiver Effective as of the Closing, each of the Stockholders, on behalf of itself and Release of Claims its heirs, executors, administrators, successors and assigns (this collectively, the “AgreementReleasing Parties”), irrevocably and unconditionally waives and releases any and all rights with respect to, and releases, forever acquits and discharges each and all of the term Company, its Subsidiaries, their respective present and future directors, officers, employees, agents and other representatives, and their respective heirs, executors, administrators, successors and assigns (“claims” shall include Released Parties”) with respect to, each and all claims, covenantsdemands, warrantiescharges, promisescomplaints, undertakings, actions, suitsobligations, causes of action, obligationssuits, debtsliabilities, accountsindebtedness, sums of money, covenants, agreements, instruments, contracts (written or oral, express or implied), controversies, promises, fees, expenses (including attorneys’ fees, costs and expenses), damages and judgments, losses and liabilitiesat law or in equity, in contract or tort, in United States, state, foreign or other judicial, administrative, arbitration or other proceedings, of whatsoever kind any nature whatsoever, known or nature, both known and unknown, in lawsuspected or unsuspected, equity previously, now or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafterhereafter arising, in each casecase which arise out of, are based upon or are connected with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating facts or events occurring or in existence on or prior to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination date of the validity of Closing (“Released Claims”); provided, however, that such Released Claims shall not include the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding claim of any nature or description Stockholder against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim Company for (i) unemployment compensation benefits, current salary and benefits accrued or payable or (ii) rights under written employment agreements that arise after the date hereof. Provided further, that each Stockholder hereby agrees that following the date hereof, if any claims payment is required to be made by Executive such Stockholder or Stockholder has any liability pursuant to Article 9, or otherwise in respect of Losses suffered or incurred by any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant Person, to the terms thereof as a result of his employment with the Companyextent such Stockholder has an indemnity obligation according to Article 9, whether such obligation is related to judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise such Stockholder (iiidirectly or through any Affiliate) any right or claim that arises shall have no rights against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Subsidiaries or any other Released Party, whether by reason of subrogation, contribution, reimbursement or otherwise, in respect of any such payments or liabilities, and shall not take any action against the Company or any of its Subsidiaries or any other Released Party with respect thereto. Each of the Stockholders represents and warrants that such Stockholder has not assigned or otherwise transferred any right or interest in or to any of the Released Claims. Each of the Stockholders further acknowledges that such Stockholder is aware that statutes exist that render null and void releases and discharges of any claims, rights, demands, liabilities, actions or causes of actions which are unknown to the releasing or discharging party at the time of execution of the release and discharge. The Stockholders each hereby expressly waive, surrender and agree to forego any protection to which such Stockholder would otherwise be entitled by virtue of the existence of any such statute in any jurisdiction.

Waiver and Release. As used in this Waiver In exchange for the Severance Benefits, I release and Release forever discharge the Company, ABM Industries Incorporated, and all of Claims (this “Agreement”)their respective past, the term “claims” shall include all claimspresent or future subsidiaries, covenantsaffiliates, warrantiesrelated persons or entities, promisesincluding but not limited to its officers, undertakingsdirectors, actionsmanagers, suitsemployees, causes of actionshareholders, obligations, debts, accountsagents, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, successors and assigns (collectively the “Related Released Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims actions, claims, demands and damages, whether actual or potential, known or unknown, and specifically but not exclusively, which Executive or any Related Party had, I may have hador claim to have against the Company as of the date I sign this Release including, without limitation, any and all claims related or in any manner incidental to my employment with the Company or termination of that employment relationship including any claims relating to the intellectual property and related know-how commonly known as “Unified Workforce” or the “Unified Workforce Platform” (“Claims”) which I or my heirs, successors, executors, or now has against the Company, the Group, collectively or any member other representatives may have. All such Claims are forever barred by this Release regardless of the Group individually, for or by reason of any matter, cause or thing whatsoeverforum in which such Claims might be brought, including, but not limited to, Claims (xa) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability governing the employment relationship or sexual preference [and its termination (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesincluding, but is not limited to, all claims arising under Title VII of the Civil Rights Acts of 1964 and 1991; the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, ; the Americans with Disabilities Act, the Civil Rights Act of 1991, ; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, the Equal Pay Rehabilitation Act, the Worker Adjustment and all Retraining Notification Act, any state, local, and other federal, state and local labor and antidiscrimination federal employment laws, and any amendments to any of the foregoing and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. I understand that this is a general waiver and any other purported restriction on an employer’s right to terminate the employment release of employees. Executive specifically releases all claims claims, known or unknown, that I may have against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents Released Parties based on any act, omission, matter, cause or thing that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after occurred through the date of my execution of this AgreementRelease. In addition, (iv) rights under by signing this Agreement, (v) rights to indemnification as an officer Release I acknowledge and agree that I am not aware of any actions or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims inactions by Executive in respect of his capacity as an equityholder of the Company or any of the Released Parties that I believe may constitute bank fraud, wire fraud, mail fraud, securities fraud, any violation of a rule or regulation of the Securities and Exchange Commission, any violation of federal law, or any violation of the Company’s Code of Business Conduct. The above release does not waive claims (i) for vested rights under employee benefit plans as applicable on the date I sign this Release, (ii) that may arise after I sign this Release, (iii) which cannot be released by private agreement or (iv) to the Severance Benefits pursuant to the terms of the Separation Agreement. In addition, the Company agrees that the above release does not extend to, release or modify any rights to indemnification, defense or advancement of expenses to which I am entitled from the Company or its Affiliates].2insurers under the Company’s Certificate of Incorporation, Bylaws, the General Corporation Law of the State of Delaware, California Labor Code Section 2802 or any other state or federal law or regulations. Waiver of California Civil Code § 1542. To effect a full and complete release as described above, I expressly waive and relinquish all rights and benefits of §1542 of the Civil Code of the State of California, and do so understanding and acknowledging the significance and consequence of specifically waiving §1542, which states:

Waiver and Release. As used To the extent permitted by applicable law, in exchange for the consideration provided in this Waiver Agreement, Executive, for himself and Release his heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, “Releasors”) irrevocably and unconditionally fully and forever waives, releases and discharges the Company and each and all of Claims its present and former officers, agents, directors, managers, employees, representatives, affiliates, shareholders, attorneys, members, and each of their successors and assigns, and all persons acting by, through, under or in concert with, and individually in their official capacities (this collectively, “AgreementReleasees”), the term “claims” shall include ) from any and all claims, covenants, warranties, promises, undertakingsdemands, actions, suits, causes of action, obligations, debtsjudgments, accountsrights, fees, damages, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever, judgmentswhether known or unknown (collectively, losses and liabilities, of whatsoever kind “Claim” or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related PartiesClaims”), effective including, without limitation, any Claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the Release future have arising out of, or in any way related to Executive’s hire, benefits, or employment arising out of events occurring on or before the Effective Date (as defined below)and any actual or alleged act, does fully and forever waive and releaseomission, remise and discharge transaction, practice, conduct, occurrence or other matter that existed or arose on or before the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever​ Effective Date, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equityclaims, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)United States Constitution, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits), the Civil Rights Act of 1991, 42 U.S.C. section 1981, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, the Worker Adjustment and Retraining Notification Act, the Family Medical Leave Act, the Equal Pay Rehabilitation Act, the Occupational Safety and all Health Act, the Fair Labor Standards Act, and/or any other federal, state or local law (statutory, regulatory or otherwise), as any of them may be amended, that may be legally waived and local labor released and antidiscrimination laws, the any common law and tort and/or contract claims, including, but not limited to, any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right harm. Except as otherwise set forth below, Executive agrees that his waiver and release of claims extends to terminate the employment all Claims of employees. Executive specifically releases all claims against the Group every nature and each member thereof under ADEA relating kind, known or unknown, suspected or unsuspected, past or present, arising from or attributable to Executive’s employment with the Company. Nothing in this Agreement will be construed to (a) limit or affect Executive’s right to challenge the validity of this release; (b) in any way interfere with Executive’s right and its termination. 1 Include responsibility to the extent equity is called at termination. give truthful testimony under oath; or (c) prohibit Executive represents that Executive has not filed from participating in an investigation, filing a charge or permitted to be filed against the Group, otherwise communicating with any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any localfederal, state or federal local government office, official or agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitationbut not limited to, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission, Department of Labor, National Labor Relations Board, or the Securities and Exchange Commission. Except as otherwise provided However, Executive expressly promises never to seek or accept any compensatory damages, back pay, front pay, or reinstatement remedies with respect any Claim that Executive has released in the preceding sentencethis Agreement. Furthermore, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceedingthis waiver and release of claims excludes, and will Executive does not participate (except as required waive, release or discharge, any claims under state workers’ compensation or unemployment compensation laws Executive has against the Company and/or any claims by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively Executive that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter cannot be released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released herebyby a private settlement agreement. Notwithstanding the foregoingIn addition, nothing in this Agreement shall release Executive’s claim for waives, releases or discharges (i) unemployment compensation benefitsany claim regarding rights of indemnification and receipt of legal fees and expenses to which Executive is entitled under the Company’s Certificate of Incorporation or By-laws (or similar instrument) or pursuant to applicable law, (ii) any claims by Executive in respect of any Executive’s vested benefits rights under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the CompanyEquity Plans, any equity award agreements, the STI Plans, the Integration Bonus Plan and the Benefit Plans, and (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights to amounts due but not yet provided under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Section 3.

Waiver and Release. As used In exchange for this Agreement and in this Waiver consideration of the sale of the assets of the Company pursuant to the Purchase Agreement described above, which is in addition to anything of value to which Employee already is entitled, he hereby irrevocably and Release unconditionally releases, waives, acquits, and forever discharges the Company, and each and all of Claims (this “Agreement”)its officers, the term “claims” shall include agents, shareholders, supervisors, employees, representatives, affiliates, related corporations, and their successors and assigns, and all claimspersons acting by, covenantsthrough, warrantiesunder, promisesor in concert with any of them, undertakingsfrom any and all charges, demands, damages, losses, costs, expenses, actions, suits, causes of action, obligationsrights, debtsbenefits, accountscomplaints, attorneys’ feesindebtedness, judgments, losses liens, claims and liabilities, liabilities of whatsoever any kind or nature, both in law or in equity, known and or unknown, in lawpast or present, equity contingent or otherwise. For existing (hereinafter referred to individually as a “claim” and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the collectively as “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Groupclaims”) that Employee at any time before this date had or claimed to have, or that he may have or claim to have, regarding events that have occurred before the date of this Agreement, including, without limitation, any and all claims arising from or relating to Employee’s employment by the Company or separation from employment. Employee understands that this means he is releasing the Company from any and all claims which Executive or any Related Party had, may have hadmatters asserted, or now has against which could have been asserted, in any lawsuit, or in any other state or federal judicial or administrative forum, up to the Companydate of this Agreement, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (Fair Labor Standards Act, the “ADEA”)National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Civil Rights Rehabilitation Act of 19911973, the Family and Medical Leave Act, the Equal Pay Employee Retirement Income Security Act, the California Labor Code and/or any other relevant statutes or municipal ordinances, the California Fair Employment and all Housing Act (inclusive of the California Family Rights Act), any other federalstate civil rights act, state and local labor and antidiscrimination laws, any claims based upon tort or contract arising from the common law of California, or any other state including claims for wrongful discharge or termination, breach of express or implied contract, and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed legal or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s equitable claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled whatsoever. This release does not preclude an action to pursuant to enforce the specific terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights . It does not preclude claims under this Agreement, (v) rights to indemnification as an officer any applicable workers’ compensation statute that have already been filed or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2for on-the-job injuries that have already been reported.

Waiver and Release. As used For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Employee, including the payments to the Employee as described in this Waiver Section 3, Employee hereby agrees that his separation of employment from the Company was not due in any way to age or any other type of discrimination or any wrongful act of the Company, and Release of Claims Employee and his Releasors, as hereinafter defined, do hereby voluntarily and fully release and forever discharge the Company, Middleton, Sunair, any Affiliated Companies, together with their respective past and current predecessors, successors, shareholders, officers, directors, employees, attorneys, trustees, insurers, representatives, contractors, representatives, related organizations, affiliates and subsidiaries (this collectively, the “AgreementReleased Parties”), the term “claims” shall include jointly and individually, from any and all claims, covenantsdemands, warranties, promises, undertakings, actions, suitsdebts, causes of action, obligationsclaims for relief, debts, accounts, attorneys’ fees, judgments, losses and liabilitiesdamages, of whatsoever whatever kind or nature, both known and or unknown, in lawdeveloped or undeveloped, equity which Employee had, now has or otherwise. For and in consideration may hereinafter have from the beginning of the payments described in world to the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverdate hereof, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited towithout limitation, all claims arising and all rights which the Employee may have under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, Act of 1964; the Americans with Disabilities Act, Equal Employment Opportunity Act of 1972; the Civil Rights Act of 1991, ; the Age Discrimination and Employment Act of 1967; the Employee Retirement Security Act 42 U.S.C. ss. 1981; the Older Workers’ Benefit Protection Act; the Americans with Disabilities Act; the Family Medical Leave Act, Act of 1993; the Equal Pay Act, ; the Fair Labor Standards Act; and any and all other federalfederal and state statutes which regulate employment; and the laws of contracts, state tort and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2subjects.

Waiver and Release. As used in this Waiver and Release Pursuant to Section [4(c)(i)] / [4(e)] of Claims (this “the Employment Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described Post-Termination Benefits to be provided to Executive as outlined in the Offer LetterEmployment Agreement and this Release as set forth herein, Executive, for and on behalf of Executive himself and Executive’s his heirs, administrators, executors, administrators and assigns assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders, affiliates and agents (collectively referred to herein as, the “Related PartiesEmployer Group”), effective the Release Effective Date (as defined below), does fully and forever waive each of its and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “GroupEmployer Released Parties”) ), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Release, however, excludes (i) Executive will any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any payments under any Company benefit plans or other Company retirement plans the Employment Agreement) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors’ and officers’ liability insurance under the Offer Letter or (vii) [Employment Agreement, Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of its Affiliates].2Company equity awards under the Company’s equity incentive plans or as a holder of any partnership interests or incentives; and (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release.

Waiver and Release. As used in a material inducement to the Company to enter into this Waiver Agreement, ▇▇▇▇▇▇▇▇▇▇, on his own behalf and Release that of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accountshis heirs, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirsagents, administrators, executorsrepresentatives, successors and assigns (collectively, the “Related Releasing Parties”), effective voluntarily and knowingly waives, releases, and discharges the Release Effective Date (as defined below)Company and its predecessors, does fully and forever waive and releasesuccessors, remise and discharge the Companysubsidiaries, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersaffiliates, shareholders, employees, officers, directors, members, assignees, agents, and agents of the foregoing attorneys (collectively, the “GroupReleasees”) ), both when acting in their respective capacities on behalf of the Company and in their individual capacities, from any and all claims which Executive claims, liabilities, demands, and causes of action, known or any Related Party hadunknown, fixed or contingent (collectively, “Claims”), that the Releasing Parties may have had, or now has claim to have against the Company, the Group, collectively or any member of the Group individuallyReleasees, for arising out of or by reason of related to any matter, event, fact, act, omission, cause or thing whatsoeverwhich existed, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderarose, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [occurred prior to ▇▇▇▇▇▇▇▇▇▇ signing this Agreement. This waiver and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited limited, to, all claims : a. Claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)any federal, state, or local laws including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, and the Family and Medical Leave Act; b. Claims for breach of contract, the Equal Pay Actexpress or implied, including any Claims for breach of any implied covenant of good faith and all other federalfair dealing; c. any tort Claims, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to Claims for personal injury, harm or damages, whether the termination result of Executive’s employment)intentional, except as may be necessary to enforce this Agreementunintentional, to obtain benefits described in or granted under this Agreementnegligent, reckless, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, grossly negligent acts or initiate omissions; d. any Claims for wrongful discharge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) other claims arising out of any Proceeding legal restrictions on the right to terminate employees; e. any Claims for unpaid wages, including, but not limited to, commissions, bonuses, and paid time off; and f. any Claims for attorneys’ fees or costs. This waiver and release does not include Claims for alleged breach of this Agreement or for workers compensation benefits. ▇▇▇▇▇▇▇▇▇▇ also agrees not to file a lawsuit against any of the Released Parties in connection with respect the released Claims. ▇▇▇▇▇▇▇▇▇▇ agrees that if anyone makes a Claim or undertakes an investigation involving him in any way, ▇▇▇▇▇▇▇▇▇▇ waives any and all rights and claims to financial recovery resulting from such Claim or investigation. ▇▇▇▇▇▇▇▇▇▇ further represents that he has not assigned to any matter released herebyother person any of such Claims, and that he has the full right to grant this release. Notwithstanding the foregoing, nothing in It is agreed that this Agreement shall is a general release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive and it is entitled to pursuant to the terms thereof be broadly construed as a result release of his employment with the Companyall Claims, (iii) any right or claim except those that arises against the Company after the date of cannot be released by law. By signing this Agreement, (iv) ▇▇▇▇▇▇▇▇▇▇ acknowledges that he is doing so knowingly and voluntarily, that he understands that he may be releasing Claims he may not know about, and that he is waiving all rights he may have had under this Agreement, (v) rights any law that is intended to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2protect him from waiving unknown Claims.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. . (b) For and in consideration of the payments described in Section 1.02 of the Offer LetterSeverance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its ▇.▇. ▇▇▇▇▇, LLC, a wholly owned subsidiary of the Company (“AJO”), their direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.)affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive or any Related Party had, may have had, or now has against the Company, AJO, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and antidiscrimination anti-discrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. . (c) The Executive specifically releases all claims against the Group and each member thereof under ADEA the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. 1 Include to the extent equity is called at termination. . (d) The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter, in each case, hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (“EEOC”). Except as otherwise provided in the preceding sentence, (ix) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (iiy) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Proceeding.

Waiver and Release. As used (a) Except as otherwise provided in this Waiver and Release of Claims (this “Agreement”), in the event the Executive is entitled to receive the Cash Payment, the term “claims” Executive hereby agrees that payment of the Cash Payment will be in full satisfaction of all obligations of BHLB, Legacy, and the Bank to the Executive under the Agreement and this Settlement Agreement. (b) The Executive, on behalf of himself, his heirs and assigns, irrevocably and unconditionally releases BHLB, Legacy and the Bank (which, for purpose of this Section 4 shall be defined to include all of BHLB’s, Legacy’s, and the Bank’s related and affiliated entities, their predecessors, successors, heirs or assigns, and any past, present or future officers, board of director members, agents, attorneys, and employees) from all claims, covenantscontroversies, warrantiesliabilities, promises, undertakings, actions, suitsdemands, causes of action, debts, obligations, debtspromises, accountsacts, attorneys’ feesagreements, judgments, losses and liabilities, damages of whatsoever whatever kind or nature, both whether known and or unknown, in lawsuspected or unsuspected, equity foreseen or otherwise. For unforeseen, liquidated or contingent, actual or potential, jointly and in consideration individually, that the Executive has had or now has, based upon and/or arising out of any or all facts, circumstances and/or events relating to the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirsemployment with BHLB, administratorsLegacy, executors, and assigns (and/or the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have hadBank, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverseparation from employment, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to all claims of for breach of contractexpress or implied contract or covenant of good faith and fair dealing (whether written or oral), all claims for retaliation or violation of public policy, breach of promise, detrimental reliance or tort (e.g., intentional infliction of emotional distress, defamation, wrongful termination, unjust dismissalinterference with contractual or advantageous relationship, defamationetc.), libel or slander, or under any federal, state or local law dealing with discrimination whether based on age, race, sex, national origin, handicap, religion, disability common law or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, otherwise; all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act, ; the Americans with Disabilities Act; claims for emotional distress, the Civil Rights Act mental anguish, personal injury, loss of 1991, the Family Medical Leave Act, the Equal Pay Act, consortium; any and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction claims that may be asserted on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body behalf by others (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by including the Equal Employment Opportunity Commission); or any other federal, state or local laws or regulations relating to employment or benefits associated with employment. The foregoing list is meant to be illustrative rather than inclusive. Notwithstanding the above, it is understood that the Executive does not waive any rights that the Executive may have to vested benefits under any tax-qualified retirement, restricted stock or stock option awards, or any other benefit plan, contract or arrangement, provided by BHLB, Legacy, or the Bank other than as specifically set forth herein. (c) Except as otherwise provided for in this Agreement, the preceding sentence, (i) Executive will not initiate or cause waives the rights and claims to be initiated on Executive’s behalf any Proceedingthe extent set forth above, and will the Executive also agrees not participate (to institute, or have instituted, a lawsuit against BHLB, Legacy, and/or the Bank based on any such waived claims or rights, except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to enforce the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement. (d) The Executive acknowledges that he has been instructed to, (iv) rights under and has had the opportunity to review this Agreement, (v) rights to indemnification as Settlement Agreement with an officer attorney or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect representative of his capacity as choosing before signing it. The Executive further acknowledges that he has 45 days from the date the Executive receives this Settlement Agreement to consider this Settlement Agreement. The Executive further acknowledges that he has access to information about other employees laid off and retained within his department, including their ages, and has had an equityholder opportunity to consider and review this information along with this Settlement Agreement. (e) The Executive shall have seven (7) days after signing this Settlement Agreement to revoke it. This Settlement Agreement shall not be effective nor will any consideration be provided until after the revocation period has passed. A revocation of this Settlement Agreement shall be written and shall not be effective unless actually received by BHLB, Legacy, and the Company Bank on or any of its Affiliates].2before the 7th day after this Settlement Agreement has been signed.

Waiver and Release. As used in this Waiver Licensee agrees to use the Real Property at its sole risk and Release hazard, and Licensor shall not be responsible for, and to the maximum extent permitted by applicable law, Licensee (on behalf of Claims (this “Agreement”)itself and its owners, the term “claims” shall include officers, employees, representatives and agents) hereby releases, acquits, exonerates, and forever discharges, and hereby agrees never to file suit against, Licensor and Licensor’s owners, officers, employees, representatives, agents, affiliates and permitted successors and assigns, for, from and with respect to all claims, covenants, warranties, promises, undertakings, actions, suitsdisputes, causes of action, obligationsproceedings, debtsdemands, accountsliabilities, losses, damages, judgments, personal injury (including death), property damage, and all costs and expenses (including, without limitation, attorneys’ fees, judgmentscosts and disbursements), losses and liabilitieswhether known or unknown, of whatsoever kind accrued or nature, both known and unknownunaccrued, in law, equity equity, or otherwise. For and in consideration of the payments described in the Offer Letter, Executiveincluding, for and on behalf of Executive and Executive’s heirswithout limitation, administratorsinjury to persons, executors, and assigns (the “Related Parties”), effective the Release Effective Date all Covid Matters (as defined below), does fully and forever waive loss or any damage to Licensee or any or all of Licensee’s property, and releaseany property of Licensee’s owners, remise officers, employees and discharge the Companyagents from any cause, its direct condition or event (collectively, “Claims and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.Liabilities”), their predecessors and successors and assignsin each case except to the extent caused by the gross negligence and/or intentional misconduct and/or uncured material breach of this Agreement on the part of Licensor or Licensor’s subsidiaries, together with the respective officersmembers, shareholders, managers, directors, partners, shareholdersofficers, agents, representatives, affiliates or employees. In connection therewith, Licensee agrees that the operation, on or after the License Effective Date, by Licensor of the Real Property for the cultivation of cannabis in accordance with applicable state and local laws and regulations does not, in and of itself, constitute negligence or intentional misconduct by Licensor or Licensor’s owners, officers, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive representatives or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2agents.

Waiver and Release. As used in In exchange for this Waiver and Release of Claims (this “Agreement”)Agreement you agree, the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s yourself, your heirs, relations, successors, executors, administrators, executorsassigns, agents, representatives, attorneys, and assigns (the “Related Parties”)anyone acting on your behalf as follows: You irrevocably and unconditionally release, effective the Release Effective Date (as defined below)acquit, does fully and forever waive and releasedischarge Transocean Offshore Deepwater Drilling Inc., remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, membersTransocean Ltd., and agents of the foregoing their predecessors, successors, parent and affiliated companies (collectively, the “Transocean Group”) ), and its and their past and present officers, directors, attorneys, insurers, agents, servants, suppliers, representatives, employees, affiliates, subsidiaries, parent companies, partners, predecessors and successors in interest, assigns and benefit plans (except with respect to vested benefits under such plans), and any other persons or firms for whom Transocean could be legally responsible (collectively, “Released Parties”), from any and all claims which Executive claims, liabilities or any Related Party hadcauses of action, may have had, whether known or now has against the Companyunknown to you, the Group, collectively arising from or related in any member way to your employment or termination of your employment with Transocean and/or any of the Group individuallyReleased Parties and occurring through the date you sign and return this Agreement. You acknowledge that this Agreement is your knowing and voluntary waiver of all rights or claims arising before you accept and return this Agreement, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, as indicated below. You understand and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims agree that your waiver includes, but is not limited to, all waivable charges, complaints, claims, liabilities, actions, suits, rights, demands, costs, losses, damages or debts of any nature, including, but not limited to, claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights ActAct of 1964, the Americans with Disabilities Act, as amended; the Civil Rights Act of 1991; the Texas Commission on Human Rights Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act, as amended; the Older Worker Benefit Protection Act; the Family and Medical Leave Act of 1993; the Texas Workers’ Compensation Act; the Texas Labor Code; the Employee Retirement Income Security Act of 1974, as amended; all state and federal statutes and regulations; and the Equal Pay Actcommon law, whether based in law or equity, in tort or contract. You further acknowledge and agree that your waiver of rights or claims is in exchange for valuable payments and other promises in addition to anything of value to which you are already entitled. You further acknowledge and agree that Transocean has no obligation to reemploy, rehire or recall you, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents promise that Executive has you shall not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim apply for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his re-employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Transocean Group.

Waiver and Release. As used (a) In consideration of the payments and benefits set forth in this Waiver Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and Release assigns (collectively "Releasors") does hereby irrevocably and unconditionally release, acquit and forever discharge the Company Entities and their former and current officers, shareholders, partners, agents, and employees and directors, including without limitation all persons acting by, through, under or in concert with any of Claims them all in their capacity as such (this “Agreement”collectively, "Releasees"), the term “claims” shall include from any and all charges, complaints, claims, covenantsliabilities, warrantiesobligations, promises, undertakingsagreements, controversies, damages, remedies, actions, suits, causes of action, obligationssuits, debtsrights, accountsdemands, costs, losses, debts and expenses (including attorneys’ fees' fees and costs) of any nature whatsoever, judgments, losses and liabilities, of whatsoever kind known or nature, both known and unknown, whether in law or equity and whether arising under federal, state or local law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with claim for discrimination based on ageupon race, racecolor, ethnicity, sex, national origin, handicap, religion, disability or sexual preference [and age (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under including the Age Discrimination in Employment Act of 1967 1967) (the “ADEA”"ADEA Release"), Title VII national origin, religion, disability, or any other protected or unlawful criterion or circumstance, which the Releasors had, now have, or may have in the future, against each or any of the Civil Rights Act, Releasees through the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member date of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and execution of this Agreement. The Executive covenants acknowledges and agrees that Executive will not do so at if he or any time hereafterother Releasor should hereafter make any claim or demand or commence or threaten to commence any action, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation claim or proceeding conducted by against the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof Releasees with respect to any cause, matter released or thing which is the subject of this Section 9(a), this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from the Executive all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (b) In consideration of the Executive's agreements and covenants set forth in this Agreement, the Company and its subsidiaries (the "Company Releasors") hereby irrevocably and unconditionally release, acquit and forever discharge the Executive from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (iiincluding attorneys' fees and costs) Executive waives of any right Executive nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law, which the Company Releasors now have, or may have in the future, against the Executive with respect to benefit in the Executive the through the date of the execution of this Agreement, other than any manner from claim based upon fraudulent or illegal activity that was not discovered by the Company Releasors until subsequent to the date of execution of this Agreement. The Company Releasors acknowledge and agree that if they should hereafter make any relief (monetary claim or otherwise) arising out of demand or commence or threaten to commence any Proceeding action, claim or proceeding against the Executive with respect to any cause, matter released hereby. Notwithstanding or thing which is the foregoingsubject of this Section 9(b), nothing this Agreement may be raised as a complete bar to any such action, claim or proceeding, and the Executive may recover from the Company Releasors all costs incurred in connection with such action, claim or proceeding, including attorneys' fees. (c) The mutual releases of the parties contained in this Agreement section 9(a) and (b) above shall not apply to, waive or release Executive’s claim for (i) unemployment compensation benefits, claims by either party arising out of this agreement or (ii) any the respective rights and claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to the parties pursuant to the terms thereof as a result officers and directors indemnification provisions contained in the by-laws of his employment with the Company, (iii) any right or claim that arises against the Company after Entities. For purposes of clarity it is understood that such indemnification provisions shall cover the date actions of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification the Executive as an officer officer, director or employee of the CompanyCompany Entities. The Executive affirms that prior to the execution of this Agreement and the waiver and release in Section 9(a), (vi) rights the Executive was advised by the Company to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as consult with an equityholder attorney of the Executive's choice concerning the terms and conditions set forth herein and has done so, and that the Executive was given up to 21 days to consider executing this Agreement, including the ADEA Release in Section 9(a). The Executive has 7 days following his execution of this Agreement (the "Revocation Period") to revoke the ADEA Release. In the event the Executive revokes the ADEA Release, the Company or any of its Affiliates].2may cease making the payments set forth in Section 2.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive himself and Executive’s his heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors administrators and assigns, together with forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the "Employer Group"), and each of its and their respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “Group”) "Employer Released Parties"), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys' fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive's services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Supplemental Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Supplemental Release, however, excludes (i) Executive will any claims made under state workers' compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any covenant under any Company benefit plans the Employment Agreement or other Company retirement plans this Separation Agreement and Release) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Supplemental Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors' and officers' liability insurance under the Offer Letter or (vii) [Employment Agreement, the Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of Company equity awards under the Company's equity incentive plans or as a holder of Fund Incentives; (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release and (vi) any additional amounts or benefits due under any applicable plan, program, agreement or arrangement of Employer or any Managed Company (including continuing "tail" indemnification and directors and officers liability insurance for actions and inactions occurring while the Executive provided services for Employer and its Affiliates].2affiliates and continued coverage for any actions or inactions by the Executive while providing cooperation under this Agreement), including any such plan, program, agreement or arrangement relating to equity or equity-based awards. For clarification, the parties acknowledge and agree that neither the Release nor the Supplemental Release modifies or releases the obligations of CLNC under any indemnification or other agreement between CLNC and Executive.

Waiver and Release. As used in this Waiver (a) In consideration of the promises and Release covenants of Claims (this “Agreement”)the parties set forth herein, the term “claims” shall include Company and Miles hereby, on behalf of themselves, their executors, heirs, administrators, successors, assigns, and anyone else claiming, by, through or under Miles or the Company, waive, release, covenant not to ▇▇▇ and forever discharge each other, their respective parent and subsidiary companies, successors, present and former officers, directors, agents, employees and representatives (hereinafter referred to collectively, with Miles and the Company, as the "Releasees") of, from and with respect to any and all claimsdebts, covenants, warranties, promises, undertakingsdemands, actions, suits, causes of action, obligationssuits, debtscovenants, accountscontracts, attorneys’ feesagreements, judgmentspromises, losses torts, damages, claims, demands and liabilities, liabilities whatsoever of whatsoever kind or any name and nature, both known and unknown, in law, equity or otherwise. For law and in consideration equity (hereinafter the "Claims") which either Miles or the Company now has or ever had against each other or any of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or Releasees by reason of any matter, cause or thing whatsoeverwhatsoever from the beginning of the world to the date of the signing of this Agreement, including, but not limited to, (x) any claim Claims arising out of of, based upon or attributable to Executive’s connected with Miles' employment or by the Company, the compensation and working conditions for the employment and/or the termination of Executive’s that employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or any Claims that might exist under any federal, state or local law dealing with discrimination laws, including, but not limited to, any Claims based on age, race, sex, national origin, handicap, religioncolor, disability age or sexual preference [sex. (b) The waiver and release contained in this Section 11 includes any claims that Miles or the Company might otherwise have had based on promises, contracts, laws regarding unfair or bad faith conduct and wrongful discharge, and state and federal statutory protections against discrimination in employment, specifically including, among all the others, any rights or claims that Miles or the Company may have under (yi) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA”29 USC ss. 621), which prohibits age discrimination in employment, except that this Agreement does not release any claims under that Act that may arise after the signing of this Agreement, (ii) Title VII of the Civil Rights ActAct of 1964, which prohibits paying men and women unequal pay for equal work and/or, (iii) the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims which prohibits discrimination against the Group handicapped. The waiver and each member thereof release also applies to any claims Miles or the Company may have under ADEA relating to Executive’s applicable state law governing discrimination in employment and its termination. 1 Include applies to the extent equity is called at termination. Executive represents any claims that Executive has may now exist whether or not filed or permitted now known to be filed against the Group, any member of the Group individually Miles or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), Company. Miles understands and Executive covenants and agrees acknowledges that Executive will not do so at any time hereafter, in each case, he has been advised to consult with respect an attorney prior to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce executing this Agreement, and he acknowledges that he has been given the opportunity to obtain benefits described in or granted under consider this Agreement, or Agreement for a period of twenty-one (21) days; that he has the right to seek a determination of revoke the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, Agreement within seven (i7) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as days of the date hereof he signs it by providing written notice to the Company; and that the Agreement shall not become effective or enforceable as to the release of such rights until the eighth (8th) day following the date on which this Agreement is signed by Miles. (c) Notwithstanding anything in this Section 11 or any other provision of this Agreement to the contrary, in no event shall Miles or the Company be deemed to have waived or released any Claims with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary rights or otherwise) arising out of any Proceeding with respect to any matter released herebyobligations created under this Agreement. Notwithstanding the foregoingFurther, nothing in this Agreement Section 11 shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect be deemed to limit the provisions of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date Section 10 of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [Agreement in any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2respect.

Waiver and Release. As used in this Waiver In consideration of compensation rights and Release other benefits, Executive will irrevocably and unconditionally release, waive and forever discharge Company, its Parent, its direct and indirect subsidiaries and affiliates, affiliated persons, partnerships and corporations, successors and assigns, and all of Claims their past and present directors, members, partners, contractors, distributors, officers, stockholders, consultants, agents, representatives, attorneys, employees, employee benefit plans and plan fiduciaries (this collectively, “AgreementCompany Releasees”), the term “claims” shall include individually and collectively, from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligationsclaims, debtsdemands, accountsdamages, attorneys’ feesrights, judgments, losses remedies and liabilities, liabilities of whatsoever kind or naturecharacter, both in law or equity, suspected or unsuspected, known and or unknown, in lawpast or present, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of that Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party has ever had, may have hadnow have, or now has may later assert against the Companyany of Company Releasees, the Groupconcerning, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable related to Executive’s employment by or the performance of any services to or on behalf of any of the InSight Companies, arising out of or related to the termination of Executive’s employment agreement with Company, or arising out of any other agreement Executive may have or may have had with the CompanyInSight Companies, in all cases from the beginning of time to the effective date of termination (hereinafter referred to as “Executive’s Claims”), including without limitation: (i) any claims arising out of or related to any federal, state and/or local labor or civil rights laws, as amended, including, without limitation, the federal Civil Rights Acts of 1866,1964, and also 1991 (including but not limited to claims of breach of contractTitle VII), wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (1967, the “ADEA”)National Labor Relations Act, Title VII the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, the Civil Rights ActFamily and Medical Leave Act of 1993, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act of 1938, the Older Workers Benefit Protection Act, the Civil Rights Act of 1991, the Family Medical Leave California Fair Employment and Housing Act, the Equal Pay ActCalifornia Industrial Welfare Commission Wage Orders, and the California Labor Code and/or any similar state antidiscrimination and employment statutes, and (ii) any and all other Executive’s Claims arising out of or related to any contract or employment agreement, any and all other federal, state and or local labor and antidiscrimination lawsconstitutions, statutes, rules or regulations, or under the laws of any country or political subdivision, or under any common law and right of any other purported restriction on an employer’s right to terminate the employment of employeeskind whatsoever. Executive specifically releases all claims against also agrees, with the Group and each member thereof under ADEA relating respect to Executive’s employment and its termination. 1 Include Claims, to the extent equity is called at termination. Executive represents that Executive has not filed waive all rights to ▇▇▇ or permitted to be filed against the Groupobtain equitable, remedial or point relief from any member or all Company Releasees of the Group individually or the Group collectivelyany kind whatsoever, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any claims relating to form of injunction relief. Through the termination effective date of Executive’s employment)termination, except as may be necessary to enforce notwithstanding the foregoing, this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver Waiver and Release shall not affect any of Executive’s rights or obligations under (a) Company’s 401(k) Savings Plan, (b) the ADEAIndemnification Agreement executed among Executive, Parent and Company effective , 2008, (c) Executive’s right to statutory indemnification pursuant to California Labor Code Section 2802, (d) the Consolidated Omnibus Budget Reconciliation Act, (e) workers compensation or unemployment insurance benefit claims, or initiate or participate in an investigation or proceeding conducted by (f) the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member terms of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in In exchange for the Severance Benefits the Company will provide you under this Waiver and Release of Claims (this “Separation Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully you release and forever waive and release, remise and discharge the Company, its direct any and indirect all past, present or future parents, subsidiaries and affiliates (including Crackle Holdings, L.P.the “Axiall Companies”), their predecessors and any and all past, present, or fReduture related persons or entities, including but not limited to the Company’s and the Axiall Companies’ officers, directors, managers, employees, shareholders, agents, attorneys, successors and assigns, together with specifically including without limitation Axiall Corporation (the respective officers“Released Parties”) from, directorsany and all actions, partnersclaims, shareholdersdemands and damages, employeeswhether actual or potential, membersknown or unknown, and agents specifically but not exclusively, which you may have or claim to have against the Released Parties as of the foregoing (collectivelydate you sign this Separation Agreement including, the “Group”) from without limitation, any and all claims related or in any manner incidental to your employment with the Company or termination of that employment relationship (“claims”) which Executive you or any Related Party hadyour heirs, may have hadsuccessors, executors, or now has against the Company, the Group, collectively or any member other representatives may have. All such claims are forever barred by this Separation Agreement regardless of the Group individually, for or by reason of any matter, cause or thing whatsoeverforum in which such claims might be brought, including, but not limited to, claims (xa) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability governing the employment relationship or sexual preference [and its termination (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includesincluding, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, Acts of 1964 and 1991; the Americans with Disabilities Act, the Civil Rights Act of 1991, ; the Family Medical Leave Act; the Employee Retirement Income Security Act of 1974, the Equal Pay Rehabilitation Act, the Worker Adjustment and all Retraining Notification Act, the federal Age Discrimination in Employment Act, any state, local, and other federal, state and local labor and antidiscrimination federal employment laws, and any amendments to any of the foregoing) and/or (b) under the common law for breach of contract, wrongful discharge, personal injuries and/or torts. You understand that this is a general waiver and any other purported restriction on an employer’s right to terminate the employment release of employees. Executive specifically releases all claims claims, known or unknown, that you may have against the Group and each member thereof under ADEA relating to Executive’s employment and its terminationReleased Parties based on any act, omission, matter, cause or thing that occurred through the date of your execution of this Separation Agreement. 1 Include to the extent equity is called at termination. Executive represents that Executive has The above release does not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to waive claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in arise after you sign this Agreement shall release Executive’s claim for (i) unemployment compensation benefitsSeparation Agreement, (ii) any claims which cannot be released by Executive in respect of any vested benefits under any Company benefit plans private agreement or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against to enforce the Company after the date terms of this Separation Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee including the payment of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive compensation and benefits specified in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Exhibit A.

Waiver and Release. As used in this Waiver and Release Pursuant to Section 4(c)(i) of Claims (this “the Employment Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described Post-Termination Benefits to be provided to Executive as outlined in the Offer LetterEmployment Agreement and this Release as set forth herein, Executive, for and on behalf of Executive himself and Executive’s his heirs, administrators, executors, administrators and assigns assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Related PartiesEmployer Group”), effective the Release Effective Date (as defined below), does fully and forever waive each of its and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “GroupEmployer Released Parties”) ), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Release, however, excludes (i) Executive will any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any payments under any Company benefit plans or other Company retirement plans the Employment Agreement) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors’ and officers’ liability insurance under the Offer Letter or (vii) [Employment Agreement, Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of Company equity awards under the Company’s equity incentive plans or as a holder of Fund Incentives; (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release; and (vi) any claims with respect to the breach of any covenant of the Employer or any of its Affiliates].2controlled affiliates under the Purchase Agreement or the operating agreement of DBOC in effect from time to time.

Waiver and Release. As used (a) In exchange for the covenants and agreements made to you in this Waiver Agreement, and Release as material inducement to the Company to enter into this Agreement, you, on behalf of Claims (this “Agreement”)yourself, you estate, heirs, legal representatives, successors in interest and assigns, hereby WAIVE, RELEASE and FOREVER DISCHARGE the term “claims” shall include Company and/or its related persons from any and all claims, covenants, warranties, promises, undertakings, actions, suitsobligations, causes of action, obligationscontracts, debtsrights and liabilities of every kind, accountswhether or not you know them to exist, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind which you ever had or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverhave, including, but not limited towithout limitation, (x) any claim those arising out of or attributable to Executive’s employment or the termination of Executive’s your employment with the Company, Company or termination of that employment. This WAIVER and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims RELEASE includes, but is not limited to, all claims arising any claim for unlawful discrimination under the Age Discrimination in Employment Act of 1967 1967, as amended (the “ADEA”), Title VII of the Civil Rights ActAct of 1964, as amended, the Americans with Disabilities Act, the Civil Rights Act of 19911990, 42 U.S.C., 1981, and the Family and Medical Leave Act, the Equal Pay ActAct of 1993, and all any violation of any other federal, state and or local labor and antidiscrimination lawsconstitution, the statute, rule, regulation, ordinance, or common law and any other purported restriction on an employer’s right to terminate the employment principle or for breach of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Groupcontract, any member of the Group individually or the Group collectivelywrongful discharge, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court tort or other body (eachwrong of any kind. This release does not, a “Proceeding”)however, and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to release the termination of Executive’s employment), except as may be necessary right to enforce this Agreement, your entitlement to obtain benefits described amounts in which you already have vested in retirement plans, or granted under any right you may otherwise have to indemnification pursuant to Company by-laws or insurance policies. (b) If you violate this Agreement by filing or bringing any claims, grievances, or lawsuits contrary to this Paragraph, you will, except to the extent that such requirement is prohibited by the ADEA, pay all costs and expenses of the Company and/or related persons in defending against such charges, claims or actions brought by you or on your behalf. (c) As referred to in this Agreement, “the Company and/or related persons” includes the Company, its parents, subsidiaries, affiliates and divisions, their respective successors and assigns, and all of their respective past and present directors, officers, representatives, shareholders, agents, attorneys, and employees, whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them. (d) This release and release is binding on you, your estate, heirs, legal representatives, successors in interest and assigns. It does not apply to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any ProceedingADEA claim based upon events, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively acts, omissions that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of may occur after the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in that you sign this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, or (ii) any claims claim brought by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled you to pursuant to the terms thereof as a result of his employment with enforce the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights ’s obligations under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in a. In consideration of for the payments described in and benefits to be provided to Executive as set forth herein and the Offer LetterPlan, Executive, himself and for and on behalf of any person or entity that may claim by Executive and or through Executive’s , including Executive's heirs, executors, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Corporation, its Affiliates, and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, directorsassociates, employees, representatives, partners, shareholdersconsultants insurers, employeesattorneys, membersadministrators, accountants, executors, heirs, successors, and agents agents, and each of the foregoing its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (collectivelyhereinafter collectively referred to as "Releasees"), the “Group”) from any and all claims claims, causes of action or liabilities relating to Executive's employment with the Corporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date Executive executes this Agreement which Executive have been or any Related Party had, may have had, or now has could be asserted against the CompanyReleasees, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) any claim arising out : i. causes of action or attributable liabilities relating to Executive’s 's employment with the Corporation or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims thereof arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Age Discrimination in Employment Act (the "ADEA''), the Employee Retirement Income Security Act, the Civil Rights Act of 1991Worker Adjustment and Retraining Notification Act, the Family Medical Leave American with Disabilities Act, the Equal Pay Act, the Family and all Medical Leave Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or ii. causes of action or liabilities related to Executive's employment with the Corporation or the termination thereof arising under any other federal, state and state, municipal, or local labor and antidiscrimination lawsstatute, the common law and law, ordinance or regulation; and/or iii. causes of action or liabilities relating to rights to or claims for pension, profit­ sharing, wages, bonuses or other compensation or benefits; and/or iv. any other purported restriction on an employer’s right to terminate the employment cause of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA action relating to Executive’s 's employment and its with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination. 1 Include , defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the extent equity is called at termination. Executive represents that Executive has not filed Corporation and/or any of the other Releasees. b. Nothing herein shall limit or permitted impede Executive's right to be filed against the Groupfile or pursue an administrative charge with, or participate in, any member of investigation before the Group individually Equal Employment Opportunity Commission, or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any other local, state or federal agency, court and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other body (eachrelief, awarded in connection therewith. c. Nothing herein shall constitute a “Proceeding”), and Executive covenants and agrees that Executive will not do so at waiver or release of any time hereafter, in each case, with respect to claims released pursuant to of Executive's rights under this Agreement any other applicable plans, programs or arrangements of the Corporation (other than the Plan) including, without limitation, any claims relating to the termination Corporation's Certificate of Executive’s employment)Incorporation or By-laws, except as either may be necessary amended from time to enforce time, the Equity Plan and any agreements thereunder, or under the Indemnification Agreement. d. Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as would otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner exclude from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) its binding effect any claims against the Corporation not now known by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2exist.

Waiver and Release. As used The Executive acknowledges that, except for the payments to be made as provided in this Waiver Agreement, he has been paid in full all amounts to which he is entitled or may make claim as a result of his employment by the Company, including all salary and Release incentives. In further consideration of Claims (the foregoing, except as provided in the last paragraph of this “Section 13, and the obligations undertaken by the Company pursuant to this Agreement”), the term “claims” shall include Executive hereby releases and forever discharges the Company and each of its subsidiaries and assigns, and each of their respective employees, agents, directors and representatives, from (and hereby covenants not to ▇▇▇ or make claim against any of such entities or persons in respect of) any and all claims, covenantsdemands, warranties, promises, undertakings, actions, suitsobligations, causes of action, obligations, debts, accountsexpenses, attorneys’ feesdamages, judgments, losses orders and liabilities, liabilities of whatsoever whatever kind or nature, both known and unknown, in law, equity or otherwise. For , whether now known or unknown, suspected or unsuspected, matured or unmatured and in consideration of whether or not concealed or hidden, which the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from now owns or holds or has at any and all claims which Executive time heretofore owned or any Related Party had, may have held or had, or now has at any time own or hold or have, against the Company, the Group, collectively or any member of its subsidiaries or assigns, or any of their respective employees, agents, directors or representatives, and also releases and discharges, without limiting the generality of the Group individuallyforegoing, for or by reason any and all of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising the foregoing which arise out of or attributable are in any way relating to Executive’s his employment by, and/or service as a director of, the Company, or the termination of Executive’s employment with his employment, including any claims arising from any alleged violation by the Company, and also including but not limited to claims Company of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on agestatutes, race, sex, national origin, handicap, religion, disability ordinances or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This common laws. The release set forth in this Section 13 is intended as a release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed Company, whether now known or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted unknown by the Equal Employment Opportunity CommissionExecutive. Except as otherwise provided in In furtherance thereof, the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive expressly waives any right Executive may have or claim of right to benefit in assert hereafter that any manner from any relief (monetary claim, demand, obligation and/or cause of action has, through ignorance, oversight, error or otherwise) arising out , been omitted from the terms of any Proceeding this Agreement. The Executive makes this waiver with respect full knowledge of his rights, after consulting with legal counsel, and with specific intent to any matter released herebyrelease both known and unknown claims. Notwithstanding the foregoing, nothing in the release set forth in this Section 13 nor anything else in this Agreement shall be deemed a waiver or release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by the Executive in respect of any vested benefits under any Company benefit plans right that the Executive now has to claim indemnification for liabilities or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company claims asserted after the date of this Agreementhereof in connection with his activities as a director, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company pursuant to any applicable statute, under any insurance policy, or pursuant to the Restated Certificate of Incorporation or Bylaws of the Company, (vi) rights including without limitation any liabilities or claims asserted after the date hereof that relate to payment under actions, omissions or events on or prior to the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2date hereof.

Waiver and Release. As used In consideration of ▇▇▇▇▇’▇ agreement to provide the benefits, payments, and other items described in this Waiver Agreement, you hereby release and Release of Claims (this “Agreement”)forever discharge the Company, the term “claims” shall include and its officers, directors, agents, servants, employees, successors, assigns, insurers, employee benefit plans and fiduciaries, and any and all claimsother persons, covenantsfirms, warrantiesorganizations and corporations, promisesfrom any and all damages, undertakings, actions, suitslosses, causes of action, obligationsexpenses, debtscosts (including attorneys fees), accountsdemands, attorneys’ fees, judgments, losses liabilities and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and claims on behalf of Executive and Executive’s yourself, your heirs, administrators, executors, administrators and assigns assigns, of any kind or nature whatsoever, known or unknown, suspected or unsuspected, contingent or matured (the “Related PartiesClaims”), effective the Release Effective Date (as defined below)which you at any time heretofore had or claimed to have or which you at any time hereafter may have or claim to have, does fully and forever waive and releasewhether arising out of tort, remise and discharge the Companystrict liability, its direct and indirect parentsmisrepresentation, subsidiaries and affiliates (including Crackle Holdingsviolation of any regulation or law, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have had, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited towithout limitation, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination Claims based on ageTexas common law, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-Claims based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under on the Age Discrimination in Employment Act of 1967 (or any other federal or state discrimination statutes, or any and all Claims in any manner related to your employment with and/or separation from the “ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay ActCompany, and all other federal, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating limitation Claims caused by or attributable to the termination sole, partial, and/or comparative negligence, fault or strict liability of Executive’s employment)the Company. Further, except as may be necessary to enforce by accepting the payments described in this Agreement, you agree not to obtain benefits described in or granted under this Agreement, or to seek a determination of sue the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually Company or the Group collectively that in any way involves the allegations related persons and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof entities described above with respect to any matter matters released hereby hereunder. Notwithstanding the foregoing release and discharge, you shall retain all rights to (i) indemnity, contribution, and directors and officers and other liability coverage that you may have under any statute, the articles and bylaws of Rowan or by any other agreement, including the Indemnification Agreement by and between ▇▇▇▇▇ and you dated March 7, 2005 and as in effect on the Separation Date; (ii) Executive waives any right Executive may have bring a lawsuit to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding enforce the foregoing, nothing in ▇▇▇▇▇’▇ obligations under this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, Agreement; (iii) file a complaint with, providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by any state, federal or local regulatory or law enforcement agency or legislative body (but you expressly waive any right to collect any damages or claim other personal recovery in such a proceeding), or (iv) file any Claims that arises against are not permitted to be waived or released under the Company Fair Labor Standards Act or under the express provisions of any other applicable law. You shall have 21 days to decide whether to sign this Agreement. After you have signed this Agreement, you may revoke the Agreement within seven days after you have signed it by delivering a written notification to me. You have notified ▇▇▇▇▇ that you have consulted an attorney about the date meaning and contents of this Agreement, (iv) rights under including the release contained herein. You acknowledge that you have read this Agreement, (v) rights have had an opportunity to indemnification as an officer ask questions and have it explained to you and that you understand that the Agreement will have the effect of knowingly and voluntarily waiving any action you might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin or employee disability and any other claims arising prior to the date of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Agreement.

Waiver and Release. As used in this Waiver Executive, on behalf of himself and Release of Claims his heirs, executors, administrators and assigns, forever waives, releases and discharges Employer, its officers, directors, owners, shareholders and agents (this collectively referred to herein as, the “AgreementEmployer Group”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes and each of action, obligations, debts, accounts, attorneys’ fees, judgments, losses its and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersshareholders, shareholdersmembers, managers, employees, membersagents, servants, accountants, attorneys, heirs, beneficiaries, successors and agents of assigns (together with the foregoing (collectivelyEmployer Group, the “GroupEmployer Released Parties”) ), from any and all claims which claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, that Executive has ever had or any Related Party hadmight have against the Employer Released Parties that directly or indirectly arise out of, may have hadrelate to, or now has against are connected with, Executive’s services to, or employment by the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, to (xi) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Americans with Disabilities Act, as amended, the Family and Medical Leave Act, as amended, the Fair Labor Standards Act, as amended, the Equal Pay Act, as amended, the Employee Retirement Income Security Act, as amended (with respect to unvested benefits), the Civil Rights Act of 1991, as amended, Section 1981 of Title 42 of the Family Medical Leave United States Code, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, the Worker Adjustment and Retraining Notification Act, as amended, the Equal Pay Age Discrimination in Employment Act, as amended, the Uniform Services Employment and all Reemployment Rights Act, as amended, the California Fair Employment and Housing Act, as amended, and the California Labor Code, as amended, and/or any other federal, state or local law (statutory, regulatory or otherwise) that may be legally waived and local labor released, and antidiscrimination laws(ii) any tort and/or contract claims, the common law and including any claims of wrongful discharge, defamation, emotional distress, tortious interference with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other purported restriction on an employer’s right to terminate the employment of employeesharm. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents acknowledges that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by if the Equal Employment Opportunity CommissionCommission or any other administrative agency brings any charge or complaint on his behalf or for his benefit, this Supplemental Release bars Executive from receiving, and Executive hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in the preceding sentenceThis Supplemental Release, however, excludes (i) Executive will any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required waived by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in with respect to the breach of any vested benefits covenant (including any covenant under any Company benefit plans the Employment Agreement or other Company retirement plans this Separation Agreement and Release) to be performed by Employer after the date of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companythis Supplemental Release, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment contribution or directors’ and officers’ liability insurance under the Offer Letter or (vii) [Employment Agreement, the Indemnification Agreement, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law, (iv) any claims as a holder of Company equity awards under the Company’s equity incentive plans or as a holder of Fund Incentives, (v) any claims for vested benefits under any employee benefit plan (excluding any severance plan and including claims under the Consolidated Omnibus Budget Reconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release, and (vi) any additional amounts or benefits due under any applicable plan, program, agreement or arrangement of Employer or any Managed Company (including continuing “tail” indemnification and directors and officers liability insurance for actions and inactions occurring while the Executive provided services for Employer and its Affiliates].2affiliates and continued coverage for any actions or inactions by the Executive while providing cooperation under this Agreement), including any such plan, program, agreement or arrangement relating to equity or equity-based awards; (vii) the Post-Termination Benefits, and (viii) claims with respect to the breach of any covenant under the Tax Protection Agreement or Investment Agreement to which the Company and the Executive are parties.

Waiver and Release. As used 1. On behalf of Employee and Employee’s marital community, if any, heirs, executors, administrators, and assigns, Employee expressly waives, releases, and acknowledges satisfaction of all claims of any kind against the Company and its present, former, and future Affiliates, related entities, predecessors, successors, and assigns, and all of their present, former, and future officers, directors, stockholders, partners, members, employees, agents, representatives, and attorneys, in this Waiver their individual and Release of Claims representative capacities (this collectively the “AgreementReleased Parties”). Except as stated below, the term “claims” shall include this waiver and release is comprehensive and includes any and all claims, covenants, warranties, promises, undertakingsrights, actions, suitsclaims (including claims to attorneys’ fees), causes of action, obligationsdisputes, debtsdamages, accountsexpenses or costs, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind whether known or nature, both known and unknown, in lawbased upon acts or omissions occurring or that could be alleged to have occurred at or before Employee’s execution of this Second Release (“Released Claims”). Released Claims include, equity without limitation, all claims for wages, compensation, including claims for separation benefits, acceleration or otherwise. For other compensation under Employee’s Amended and in consideration of Restated Executive Employment Agreement with the payments described in the Offer LetterCompany dated April 15, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns 2020 (the “Related PartiesEmployment Agreement”), effective stock or stock options (including claims relating to continued vesting under the Release Effective Date (as defined belowStock Option Agreements), does fully employee benefits, and forever waive damages of any kind whatsoever arising out of any: contract, express or implied; tort; covenant of good faith and release, remise and discharge fair dealing; estoppel or misrepresentation; defamation; discrimination; harassment; retaliation; wrongful termination or any legal restriction on the Company’s right to terminate Employee’s employment; any federal, its direct and indirect parentsstate, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have hadlocal, or now has against the Companyother governmental statute, the Groupordinance, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverregulation, including, but not limited towithout limitation and as amended from time to time, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Older Worker’s Benefit Protection Act of 1990 (“OWBPA”), Title VII of the Civil Rights ActAct of 1964, the Americans with Disabilities Act, the Civil Rights Employee Retirement Income Security Act of 19911974 (“ERISA”), the Family and Medical Leave Act, the Equal Pay Fair Credit Reporting Act, and all other federalthe Washington Law Against Discrimination, state and local labor and antidiscrimination laws, the common law and any other purported restriction legal limitation on an employer’s right to terminate the employment relationship. Excluded from this waiver and release are claims that arise after this Second Release is executed, claims of employees. Executive specifically releases all vested rights under ▇▇▇▇▇, unemployment compensation claims, worker’s compensation claims, claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of challenging the validity of the waiver of Executive’s rights this Second Release under the ADEAADEA and/or the OWBPA, claims for breach or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceedingenforcement of this Second Release, and will any other claim that may not participate (except as required by law) in any Proceeding of any nature or description against any member be lawfully released under this Second Release. 2. Employee hereby acknowledges that he is aware of the Group individually principle that a general release does not extend to claims that the releasor does not know or suspect to exist in his or her favor at the Group collectively that in time of executing the release, which, if known by him or her, must have materially affected his or her settlement with the releasee. With knowledge of this principle, Employee hereby agrees to expressly waive any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive rights Employee may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2effect.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ ' fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. . (b) For and in consideration of the payments described in Section 1.02 of the Offer LetterSeverance Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its GBC Metals, LLC (d/b/a ▇▇▇▇ Brass) a wholly owned subsidiary of the Company (“▇▇▇▇ Brass”), their direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.)affiliates, their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which the Executive or any Related Party had, may have had, or now has against the Company, ▇▇▇▇ Brass, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, including but not limited to, (x) to any claim arising out of or attributable to the Executive’s employment or the termination of the Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 preference. This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)1967, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New York Human Rights Law, the New York City Administrative Code, the Illinois or Ohio human relations act and all other federal, state and local labor and antidiscrimination anti-discrimination laws, the common law and any other purported restriction on an employer’s 's right to terminate the employment of employees. . (c) The Executive specifically releases all claims against the Group and each member thereof under ADEA the Age Discrimination in Employment Act of 1967 (the “ADEA”) relating to the Executive’s employment and its termination. 1 Include to the extent equity is called at termination. . (d) The Executive represents that the Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and the Executive covenants and agrees that the Executive will not do so at any time hereafter, in each case, hereafter with respect to the subject matter of this Agreement and claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this Agreement, (ii) to obtain benefits described in or granted under this Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity CommissionCommission (“EEOC”). Except as otherwise provided in the preceding sentence, (ix) the Executive will not initiate or cause to be initiated on the Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that the Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (iiy) the Executive waives any right the Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2Proceeding.

Waiver and Release. As used in this Waiver Employee, on behalf of herself and Release her heirs, executors, administrators, family members, attorneys and assigns, hereby waives, releases and forever discharges Employer, together with Employer’s directors, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including each of Claims their respective directors, officers, employees, shareholders, members, partners and agents, past, present, and future), and each of its and their respective successors and assigns (this hereinafter collectively referred to as “AgreementReleasees”), the term “claims” shall include from any and all claims, covenants, warranties, promises, undertakings, known or unknown actions, suits, causes of action, obligationssuits, debtscomplaints, accountscontracts (whether oral or written, attorneys’ feesexpress or implied from any source), judgments, losses promises and liabilities, liabilities of whatsoever kind or nature, both known and unknownany kind, in lawlaw or equity, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have hadthat Employee now has, or now has ever had against the Company, Releasees as of and including the Group, collectively or any member date of the Group individually, for or by reason execution of any matter, cause or thing whatsoeverthis Waiver and Release, including, but not limited to: a. claims, (x) any claim arising out actions, causes of action or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited to, all claims liabilities arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”), Title VII of the Civil Rights Act, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, the Employee Retirement Income Security Act, as amended, the Rehabilitation Act, as amended, the Americans with Disabilities Act, as amended, Section 1981 of the Civil Rights Act of 1991Act, the 1991 Civil Rights Act, the Family and Medical Leave Act, the Equal Pay Actas amended, and all and/or any other federal, state and state, municipal or local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed discrimination statutes or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement ordinances (including, without limitationbut not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or b. claims, actions, causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or c. future causes of action under the federal false claims act and/or any state false claims act relating in any manner to information learned while employed with Employer; and/or d. any other claim whatsoever including, but not limited to, claims for severance pay, sick pay, unpaid wages, unpaid bonuses, unpaid paid time off, claims based upon breach of contract, breach of the covenant of good faith and fair dealing, wrongful termination, defamation, interference with contract, intentional and/or negligent infliction of emotional distress, fraud, tort, personal injury, invasion of privacy, violation of public policy, negligence and/ Transition Agreement – 6 or any other common law, statutory or other claim whatsoever arising out of or relating to her employment with and/or separation from employment with the Employer and/or any of the other Releasees, but excluding any claims relating which by law Employee cannot waive, including claims for indemnification, unemployment and workers compensation, and any claim that the Employer has failed to make any payments or to provide any of the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain payments or benefits described in or granted under this the Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Company, (iii) any right or claim that arises against the Company after the date of this Agreement, (iv) rights under this Agreement, (v) rights to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2.

Waiver and Release. As used in a material inducement to the Company to enter into this Waiver Agreement, Employee, on his or her own behalf and Release that of Claims (this “Agreement”), the term “claims” shall include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accountshis or her heirs, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, both known and unknown, in law, equity or otherwise. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirsagents, administrators, executorsrepresentatives, successors and assigns (collectively, the “Related Releasing Parties”), effective voluntarily and knowingly waives, releases, and discharges the Release Effective Date (as defined below)Company and its predecessors, does fully and forever waive and releasesuccessors, remise and discharge the Companysubsidiaries, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partnersaffiliates, shareholders, employees, officers, directors, members, assignees, agents, and agents of the foregoing attorneys (collectively, the “GroupReleasees”) ), both when acting in their respective capacities on behalf of the Company and in their individual capacities, from any and all claims which Executive claims, liabilities, demands, and causes of action, known or any Related Party hadunknown, fixed or contingent (collectively, “Claims”), that the Releasing Parties may have had, or now has claim to have against the Company, the Group, collectively or any member of the Group individuallyReleasees, for arising out of or by reason of related to any matter, event, fact, act, omission, cause or thing whatsoeverwhich existed, including, but not limited to, (x) any claim arising out of or attributable to Executive’s employment or the termination of Executive’s employment with the Company, and also including but not limited to claims of breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderarose, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [occurred prior to Employee signing this Agreement. This waiver and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 This release of claims includes, but is not limited limited, to, all claims : a. Claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)any federal, state, or local laws including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, and the Family and Medical Leave Act; b. Claims for breach of contract, the Equal Pay Actexpress or implied, including any Claims for breach of any implied covenant of good faith and all other federalfair dealing; c. any tort Claims, state and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to Claims for personal injury, harm or damages, whether the termination result of Executive’s employment)intentional, except as may be necessary to enforce this Agreementunintentional, to obtain benefits described in or granted under this Agreementnegligent, reckless, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, grossly negligent acts or initiate omissions; d. any Claims for wrongful discharge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission. Except as otherwise provided in the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) other claims arising out of any Proceeding legal restrictions on the right to terminate employees; e. any Claims for unpaid wages, including, but not limited to, commissions, bonuses, and paid time off; and f. any Claims for attorneys’ fees or costs. This waiver and release does not include Claims for alleged breach of this Agreement or for workers compensation benefits. Employee also agrees not to file a lawsuit against any of the Released Parties in connection with respect the released Claims. Employee agrees that if anyone makes a Claim or undertakes an investigation involving him in any way, Employee waives any and all rights and claims to financial recovery resulting from such Claim or investigation. Employee further represents that Employee has not assigned to any matter released herebyother person any of such Claims, and that Employee has the full right to grant this release. Notwithstanding the foregoing, nothing in It is agreed that this Agreement shall is a general release Executive’s claim for (i) unemployment compensation benefits, (ii) any claims by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive and it is entitled to pursuant to the terms thereof be broadly construed as a result release of his employment with the Companyall Claims, (iii) any right or claim except those that arises against the Company after the date of cannot be released by law. By signing this Agreement, (iv) Employee acknowledges that Employee is doing so knowingly and voluntarily, that Employee understands that he or she may be releasing Claims he or she may not know about, and that he or she is waiving all rights Employee may have had under this Agreement, (v) rights any law that is intended to indemnification as an officer or employee of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2protect Employee from waiving unknown Claims.

Waiver and Release. As used in this Waiver Each of (a) Employee and Release of Claims (this b) Employer (as applicable, the “AgreementReleasing Party”), agree that on behalf of himself/itself, his/its heirs, employees, officers, directors, executors, administrators, successors, and assigns, that Releasing Party shall waive, release and discharge the term other party (as applicable, the “claims” shall include Released Party”) and such Released Party’s past, present, and future parent and subsidiary companies, divisions, affiliates, partners, joint ventures, stockholders, predecessors, successors, assigns, officers, directors, attorneys, heirs, executors, agents, representatives, employees and assigns (in their individual, official and corporate capacities), former employees, and any other person, firm or corporation with whom any of them are now or may hereafter be affiliated (collectively, “Releasees”), from any and all claims, covenants, warrantiesdebts, promises, undertakingsagreements, actions, suitsdemands, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilitiesexpenses of every nature whatsoever, of whatsoever kind known or nature, both known and unknown, in lawsuspected or unsuspected, equity filed or otherwise. For and in consideration unfiled, arising prior to the signing of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executors, and assigns (the “Related Parties”), effective the Release Effective Date (as defined below), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing (collectively, the “Group”) from any and all claims which Executive or any Related Party had, may have hadthis Agreement, or now has against the Company, the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoever, including, but not limited to, (x) any claim arising out of or attributable to Executivein connection with Employee’s employment or the termination by and/or separation of Executiveemployment from Employer, through Employee’s employment with the CompanyTermination Date, and also including but not limited to claims the terms of breach of contractthe Employment Agreement, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [and (y) any and all claims with respect to any equity, equity-based or other incentive compensation].1 except as otherwise provided herein. This total release of claims includes, but is not limited to, all claims arising under directly or indirectly from Employee’s employment with and/or separation from Employer, including, but not limited to, breach of contract, breach of the Age Discrimination in Employment implied covenant of good faith and fair dealing, infliction of emotional harm, wrongful discharge, violation of public policy, defamation and impairment of economic opportunity, violation of any administrative, statutory or codified law or regulation dealing with fair employment practices, any for Employee, claims for violation of the Civil Rights Act of 1967 (the “ADEA”)1866, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act, the Equal Pay Act, the Fair Labor Standards Act (to the extend waivable), the Rehabilitation Act of 1974, the Family Medical Leave Act (“FMLA”), Age Discrimination in Employment Act, the Americans with Disabilities ActAct of 1990, the Civil Rights ADA Amendments Act of 19912008, the Family Medical Leave Act, the Equal Pay ActConsolidated Omnibus Budget Reconciliation Act of 1985, and all other federal, state and local labor statutes, ordinances, executive orders and antidiscrimination laws, the regulations and any common law claims lying in contract, tort or equity. It is expressly agreed that this Agreement shall operate as a clear and unequivocal waiver by Employee of any claim for compensation, benefits or considerations other purported restriction on an employerthan that which is set forth in Paragraph 1 herein. Nothing in this Agreement is intended to act as a waiver of any claims or causes of action that cannot be waived as a matter of law by either Party, nor shall this Agreement interfere with the Employee’s right to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Group, any member of the Group individually or the Group collectively, any lawsuit, complaint, file a charge, proceeding or the like, before any local, state or federal agency, court or other body (each, a “Proceeding”), and Executive covenants and agrees that Executive will not do so at any time hereafter, in each case, with respect to claims released pursuant to this Agreement (including, without limitation, any claims relating to the termination of Executive’s employment), except as may be necessary to enforce this Agreement, to obtain benefits described in or granted under this Agreement, or to seek a determination of the validity of the waiver of Executive’s rights under the ADEA, or initiate cooperate or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission and/or the Nevada Equal Rights Commission, the National Labor Relations Board, or other federal or state regulatory or law enforcement agency. Except as otherwise However, the consideration provided in to the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, and will not participate (except as required by law) in any Proceeding of any nature or description against any member of the Group individually or the Group collectively that in any way involves the allegations and facts that Executive could have raised against any member of the Group individually or the Group collectively as of the date hereof with respect to any matter released hereby and (ii) Executive waives any right Executive may have to benefit in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing Employee in this Agreement shall release Executive’s claim be the sole relief available to Employee for (i) unemployment compensation benefits, (ii) any the claims that are released by Executive in respect of any vested benefits under any Company benefit plans or other Company retirement plans of any type that Executive is the Employee herein and Employee will not be entitled to pursuant recover, and agrees to the terms thereof as a result of his employment with the Companywaive any equitable and/or monetary relief, (iii) any right damages, or claim that arises benefits against the Company after Employer in connection with any such charge, determination, claim, cause of action, complaint, or proceeding without regard to who has filed or brought the date of this Agreementcharge, (iv) rights under this Agreementcomplaint, (v) rights to indemnification as an officer or employee of action seeking relief, or in what venue, or jurisdiction the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect of his capacity as an equityholder of the Company or any of its Affiliates].2same is being pursued.