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 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 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 (a) In exchange for receiving the compensation and benefits described in this Waiver Section 4 above, 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 3 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 the date of Executive's execution of this Agreement. A further condition to Executive’s employment or 's receipt of the termination compensation and benefits described in Section 4 above is his execution and non-revocation of Executive’s employment with the CompanySecond Release, and also including but not limited which must be executed within 21 days following the Termination Date. (b) Executive understands that nothing contained in this Agreement 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 right Executive may have and all rights to benefit recover monetary damages or injunctive relief in any manner from any relief (monetary or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoinghis favor; provided, nothing in however, that this Agreement shall release does not limit Executive’s claim 's right to receive an award from the SEC or 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. (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 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 (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 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 regardless of who assumes his duties, 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 do hereby voluntarily and fully release and forever discharge the Company, together with its past and current predecessors, successors, shareholders, officers, directors, employees, attorneys, trustees, insurers, representatives, contractors, representatives, related organizations and affiliates (this “Agreement”collectively, the "Released 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 date 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 whatsoeverthese presents, 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; the Broward County Equal Opportunity Ordinance; 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 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 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. 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 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 in this Waiver and Release of Claims (this “Agreement”)Employee, 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 marital community, if any, 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 the respective expressly waives against Employer, its present and former businesses, affiliates, subsidiaries, parents or other related entities of any nature, and its and their collective current and former officers, directors, partnersstockholders, shareholdersmanagers, employees, agents, trustees, representatives, members, agents and agents attorneys in each of the foregoing their individual and representative capacities (collectively, the all of which are collectively referred to as “GroupReleased Parties”) 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, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions relating to Employee’s employment with or the end of Employee’s employment with Employer which occurred on or prior to the execution of this Agreement; and further releases, discharges and acquits Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or disputes unless expressly excluded from the scope of this waiver and release (“Released Claims”). This waiver and release includes any claims with respect to any equityunder common law or federal, equity-based state, or other incentive compensation].1 This release of claims includeslocal statute or ordinance, but is not limited toincluding, all claims arising under without limitation, the Age Discrimination in Employment Act of 1967 (the “ADEA”) and Older Workers Benefit Protection Act (OWBPA). Excluded from this Release are claims that Employee may have regarding vested benefits under ERISA, Title VII of the Civil Rights Act, the Americans any other claim that may not be released in accordance with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Actapplicable law, and all other federal, state and local labor and antidiscrimination laws, any rights or claims that may arise after the common law and any other purported restriction on date this Agreement is executed. Employee is not barred from bringing an employer’s action challenging the validity of this Agreement under the ADEA or OWBPA. Nothing in this Agreement is intended to or shall prevent or interfere with 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 provide information to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Groupgovernment, any member of the Group individually or the Group collectivelyparticipate in investigations, any lawsuit, file a complaint, chargetestify in proceedings regarding Employer's past or future conduct, proceeding or engage in any activities protected under the likewhistleblower statutes administered by OSHA, before any localSEC, state or federal agencyNational Labor Relations Board, 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 Agreementgovernment agency, or to seek receive and fully retain 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 monetary award from a government-administered whistleblower award program for providing information directly 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].2government agency.

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 Chase Brass and Copper Company, Inc., a wholly owned subsidiary of the Company (“Chase 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, Chase 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 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 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 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 Executive agrees, for Executive, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and Release of Claims other persons or entities acting or purporting to act on Executive’s behalf, to unconditionally release, acquit and forever discharge the Company and its past, present, and future affiliates, parents, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans (this including equity plans) sponsored by the Released Parties and said plans’ fiduciaries, agents and trustees (collectively “Agreementthe Released Parties”), the term “claims” shall include from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, suits, claims, obligations, liabilities, debts, accountsdemands, attorneys’ feescontentions, damages of any nature whatsoever, judgments, losses levies and liabilitiesexecutions of any kind, of whatsoever kind whether in law or naturein equity, both known and or 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 now has, owns or any Related Party hadholds, may or claims to have had, owned or held, or which Executive at any time prior to now has had, owned or held, or claimed to have had, owned or held against the Company, the Group, collectively Released Parties or in 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 way connected to Executive’s employment or the termination of Executive’s employment with the CompanyCompany or one of the Released Parties and/or termination of employment with the Company or one of the Released Parties. This release specifically includes, and also including but not limited to claims of without limitation, breach of contractany implied or express employment contracts or covenants; entitlement to any pay or benefits, including insurance and any claims under any retirement plan; claims for wrongful termination, unjust dismissalpublic policy violations, defamation, libel emotional distress or slander, or under any federal, state or local other common law dealing with matters; claims of discrimination based on age, race, sex, age, religion, national origin, handicapdisability, religionveteran’s status, disability sexual preference, marital status or sexual preference [and (y) any and all retaliation; 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 of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the ▇▇▇▇-▇▇▇▇▇ Act, the False Claims Act, any claim arising under any common law principle; any claim under any bonus plan or program, any claim under any equity plan maintained by the Released Parties and any and all stock options, restricted stock units, purchase rights or any other federalawards granted thereunder, 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 claim 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 Parties’ Human Resources policies.

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 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 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 a “Proceeding”)governmental agency. Nothing herein shall constitute a 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 The Executive agrees, for the Executive, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and Release other persons or entities acting or purporting to act on the Executive’s behalf, to irrevocably and unconditionally release, acquit and forever discharge the Company, each member of Claims the Company Group, their affiliates, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans sponsored by any member of the Company Group and said plans’ fiduciaries, agents and trustees (this collectively, the “AgreementReleased Parties”), the term “claims” shall include from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, suits, claims, obligations, liabilities, debts, accountsdemands, attorneys’ feescontentions, damages of any nature whatsoever, judgments, losses levies and liabilitiesexecutions of any kind, of whatsoever kind whether in law or naturein equity, both known and or unknown, in lawwhich the Executive now has, equity owns or otherwise. For and in consideration of the payments described in the Offer Letterholds, 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 or claims which Executive or any Related Party had, may to have had, own or hold, or which the Executive at any time prior to now has had, owned or held, or claimed to have, own or hold against the Company, Released Parties or in any way connected to 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 CompanyCompany Group and/or termination of employment with the Company Group. This release specifically includes, and also including but not limited to claims of without limitation, breach of contractany implied or express employment contracts or covenants; entitlement to any pay or benefits, including insurance and any claims under any retirement plan; claims for wrongful termination, unjust dismissalpublic policy violations, defamation, libel emotional distress or slander, other common law matters; or under any federal, state or local law dealing with claims of discrimination based on age, race, 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 the Age Discrimination in Employment Act of 1967 (the “ADEA”Act), Title VII of the Civil Rights Actreligion, the Americans with Disabilities Actnational origin, the Civil Rights Act of 1991disability, veteran’s status, sexual preference, marital status or retaliation; or claims under the Family and Medical Leave Act, the Equal Pay Act, Worker Adjustment 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 Retraining Notification Act or the Group collectivelyEmployee Retirement Income Security Act. The Executive understands that, 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 by signing this Agreement, to obtain benefits described in he is not releasing: the Severance Benefits, any rights or granted under this Agreement, or to seek a determination of claims that 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 file an administrative charge of discrimination; claims for indemnification under the Company’s by-laws or Articles of Incorporation or any manner from indemnification agreement between the Executive and the Company; claims for applicable liability insurance coverage, including applicable directors and officers insurance; and any relief (monetary rights or otherwise) arising out of any Proceeding with respect to any matter released hereby. Notwithstanding claims that 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 precluded from waiving by operation 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].2law.

Waiver and Release. As used in this Waiver and Release of Claims (this “Agreement”)In exchange for the Separation Benefits, the term “claims” shall include all claimsyou, 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, beneficiaries, executors, administrators, executorsrepresentatives, assigns, and assigns (the “Related Parties”)agents hereby fully release, effective the Release Effective Date (as defined below)acquit, does fully and forever waive and release, remise and discharge the Company, its direct past, present, and indirect parentsfuture predecessors, subsidiaries and affiliates successors, parent companies (including Crackle Holdings, L.P.without limitation AECOM and its Affiliates), subsidiary companies, affiliated entities, related entities, operating entities, and its and their predecessors past, present, and successors and assigns, together with the respective future officers, directors, shareholders, members, investors, partners, shareholders, employees, membersagents, attorneys, insurers, reinsurers, and agents all of the foregoing its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, and insurers of those plans) (collectively, the “GroupReleased Parties”) from any and all claims which Executive causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind or any Related Party hadnature, in law, or equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that you may now have, have ever had, or now has against hereafter may have relating directly or indirectly to your employment with the Company, the Grouptermination of your employment with the Company, collectively the benefits or attributes of your employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any member of the Group individuallyReleased Parties. You also release all of the Released Parties of and from any and all claims you have or may have that arose prior to the date you sign this Release, arising from any violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for or by any reason of under any matter, cause or thing whatsoever, legal theory including, but not limited to, the Age Discrimination in Employment Act (x) any claim arising out “ADEA”); the Americans With Disabilities Act of 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (“D▇▇▇ ▇▇▇▇▇”); the Executive Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“G▇▇▇”); the Immigration Reform and Control Act (“IRCA”); the L▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the Sarbanes Oxley Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or attributable to Executive’s employment local laws, statutes ordinances, constitutions rules, orders or the termination of Executive’s employment with the Companyregulations, all as they may be amended. You also forever waive, release, discharge and also including but not limited to claims of give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, wrongful terminationor retaliatory discharge, unjust dismissaldiscrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel or libel, slander, intentional and negligent infliction of emotional distress, duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any federal, state or local law dealing with discrimination based on agelaw, raceregulation, sexconstitution, national originordinance or judicial decision; and any claim concerning wages, handicapbenefits, religionseverance payments, disability or sexual preference [and (y) any and all claims with respect bonus payments, payments pursuant 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 agreement with the Company, (iii) stock, stock options, or stock option agreement. You also agree to waive any right you have to pursue any claim 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) [grievance through any claims by Executive in respect of his capacity as an equityholder internal channel of the Company and/or its Affiliates. You understand and agree that your waivers include both claims that you know about and those you may not know about which have arisen on or any of its Affiliates].2before the date on which you sign this Release.

Waiver and Release. (a) As used in this Waiver and Release of Claims (this “Release 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 Severance Benefits described in Section 5 of the Offer LetterEmployment Agreement, the Executive, for and on behalf of the Executive and the Executive’s heirs, administrators, executors, and assigns (the “Related Parties”)assigns, effective as of the Release Effective Date of this Release Agreement (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 Holdingsaffiliates, L.P.), any of their predecessors and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of each of the foregoing (collectively, the “Group”) from any and all claims which that the Executive or any Related Party had, may have had, or now has against the Company, the GroupGroup collectively, collectively or any member of the Group individually, for or by reason of any matter, cause 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 and service to 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 age, race, sex, national origin, handicap, religion, disability 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 Kentucky human relations act, and all other federal, state state, and local labor and antidiscrimination anti-discrimination laws, the common law 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 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 Release Agreement and claims released pursuant to this Release Agreement (including, without limitation, any claims relating to the termination of the Executive’s employment), except (i) as may be necessary to enforce this AgreementRelease Agreement or the Executive’s rights to indemnification under that certain Indemnification Agreement dated April 12, 2013, by the Company, (ii) to obtain benefits described in or granted under this Release Agreement, or (iii) to seek a determination of the validity of the waiver of the Executive’s rights under the ADEA, or (iv) to 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”), a. In exchange for 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 LetterParagraph 2, Executive for Executive, for and on behalf of Executive and Executive’s heirs, executors, administrators, executorstrustees, legal representatives, successors and assigns (hereinafter collectively referred to as the “Related PartiesReleasor”), effective the Release Effective Date (as defined below)hereby irrevocably and unconditionally waives, does fully releases, and forever waive discharges Olin and releaseits past, remise present and discharge the Companyfuture affiliates and related entities, its direct parent and indirect parentssubsidiary corporations, subsidiaries and affiliates (including Crackle Holdingsdivisions, L.P.)shareholders, their predecessors and employee benefit plans and/or pension plans or funds, predecessors, successors and assigns, together with the respective and its and their past, present or future officers, directors, partnerstrustees, fiduciaries, administrators, employees, agents, representatives, shareholders, employeespredecessors, members, successors and agents of the foregoing assigns (collectively, hereinafter collectively referred to as the “GroupReleasees”) from any and all claims claims, charges, demands, sums of money, actions, rights, 9 Insert applicable date. promises, agreements, causes of action, obligations and liabilities of any kind or nature whatsoever, at law or in equity, whether known or unknown, existing or contingent, suspected or unsuspected, apparent or concealed (hereinafter collectively referred to as “claims”) which Executive the Releasor now or any Related Party had, in the future may have had, or now has claim to have against the Company, the Group, collectively Releasees based upon or any member of the Group individually, for or by reason arising out of any matterfacts, cause acts, conduct, omissions, transactions, occurrences, contracts, claims, events, causes, matters or thing whatsoeverthings of any conceivable kind or character existing or occurring or claimed to exist or to have occurred at any time on or before the date Executive signs this Agreement, including, but not limited to, (x) to any claim and all claims relating to or arising out of or attributable to Executive’s employment or the termination of Executive’s employment employment, compensation and benefits with the Company, or the termination thereof, any and also including but not limited to claims of breach of contractall defamation, personal injury and tort claims, wrongful terminationtermination claims, unjust dismissaldiscrimination, defamationharassment and retaliation claims, libel or slanderwhistle-blower claims, or fraud claims, contract claims, benefits claims, claims under any federal, state or local law dealing with municipal wage payment, whistle-blower, discrimination based on ageor fair employment practices law, racestatute or regulation, sexincluding, 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”)without limitation, Title VII of the Civil Rights ActAct of 1964, as amended, Section 1981 of the Civil Rights Act of 1870, as amended, the Americans with Disabilities Act, the Civil Rights Act of 1991as amended, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Connecticut Fair Employment Practices Act, the federal Family and Medical Leave Act, the Equal Pay Connecticut Family and Medical Leave Act, the Connecticut Unfair Trade Practices Act, the common law of the State of Connecticut including but not limited to any claim for wrongful discharge in violation of public policy and all other federal, state or local statutes, which are or may be based upon any facts, acts, conduct, representation, omissions, claims, events, causes, matters or things of any conceivable kind or character existing or occurring at any time on or before the Effective Date (as defined in Paragraph 8 of this Agreement), and local labor claims for costs, expenses and antidiscrimination lawsattorneys’ fees with respect thereto. b. Executive further agrees and covenants that should any person, the common law and organization or other entity file a charge, claim or ▇▇▇ or cause or permit 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 civil action, suit or legal proceeding involving any matter occurring at any time prior 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 execution of this Agreement, (iv) rights under this AgreementExecutive will not seek or accept any personal relief from such civil action, (v) rights to indemnification as an officer suit 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 Pursuant to Section 4(c)(ii) 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 and or local labor and antidiscrimination lawslaw (statutory, 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 regulatory or otherwise) arising out of any Proceeding with respect to any matter that may be legally waived and 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].2and

Waiver and Release. As used (a) Notwithstanding anything to the contrary in this Waiver the Employment Agreement, in exchange for the Severance Rights, Employee hereby (i) irrevocably waives his right to (x) receive the Lump Sum Payment, (y) the Written Notice, and Release of Claims (this “Agreement”z) the Review Period and (ii) for himself, and for his heirs, executors, administrators and assigns (hereinafter referred to collectively as "Releasors"), forever unconditionally releases and discharges the term “claims” shall include Company, and any of its subsidiaries, divisions, affiliates or related business entities, successors and assigns and any of its past or present shareholders, directors, officers, attorneys, agents, trustees, administrators, employees or assigns (whether acting as agents for the Company or in their individual capacities) (hereinafter referred to collectively as "Releasees"), from any and all claims, covenants, warranties, promises, undertakings, actions, suitsdemands, causes of action, obligationsfees and liabilities of any kind whatsoever, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind whether known or nature, both known and unknown, in lawwhich Releasors ever had, equity now have or otherwise. For may have against Releasees by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter up to and in consideration including the date hereof. (b) Without limiting the generality of the payments described in the Offer Letterforegoing, Executive, for this Agreement is intended to 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”) shall release Releasees from any and all claims claims, whether known or unknown, which Executive or any Related Party Releasors ever had, now have and may have hadagainst Releasees, including but not limited to any claims, whether or now has against the Companynot asserted, the Grouparising out of Employee's employment with Releasees and/or his termination from such employment, 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: (i) any claim under the Civil Rights Act of 1964, as amended; (xii) any other claim of discrimination or retaliation in employment (whether based on federal, state or local law, statutory or decisional); (iii) any claim arising out of or attributable to Executive’s employment or the termination terms and conditions of Executive’s Employee's employment with the Company, and also including but not limited his termination from such employment, and/or any of the events relating directly or indirectly to claims or surrounding such termination; (iv) any claim of discrimination or breach of contractfiduciary duly under the Employee Retirement Income Security Act of 1974, wrongful termination, unjust dismissal, defamation, libel or slander, or as amended (except claims for accrued vested benefits under any federal, state or local law dealing employee benefit plan of the Company in accordance with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual preference [the terms of such plan and applicable law); (yv) 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 claim arising under the Federal Age Discrimination in Employment Act of 1967 (the “ADEA”)1997, 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 Actas amended, and all other federalthe applicable rules and regulations thereunder; and (vi) any claim for attorney's fees, state and local labor and antidiscrimination lawscosts, disbursements and/or 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 like. (c) Employee covenants, except to the extent equity is called at termination. Executive represents that Executive has prohibited by law, not filed to commence, maintain, prosecute or permitted to be filed against the Group, participate in any member of the Group individually or the Group collectively, any lawsuit, complaintaction, charge, complaint or proceeding of any kind (on his own behalf and/or on behalf of any other person or the likeentity and/or on behalf of or as a member of any alleged class of persons) in any court, or before any localadministrative or investigative body or agency (whether public, state quasi-public 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 employmentprivate), 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 if 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 matter released hereby act, omission, transaction or occurrence up to and including the date on which this Agreement is executed. (iid) Executive waives any right Executive may have to benefit Employee further represents that he has not commenced, maintained, prosecuted or participated in any manner from any relief (monetary action, charge, complaint or otherwise) arising out proceeding of any Proceeding with respect to any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for kind (i) unemployment compensation benefits, (ii) any claims by Executive in respect on his own behalf and/or behalf of any vested benefits under any Company benefit plans other person and/or on behalf of or other Company retirement plans as a member of any type alleged class of persons) that Executive is entitled to pursuant to the terms thereof as a result of his employment with the Companypresently pending in any court, or before any administrative or investigative body or agency (iii) any right whether public, quasi-public, or claim that arises private), 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].2involving Releasees.

Waiver and Release. As used a material inducement to the Company to enter into this Agreement, Employee hereby irrevocably and unconditionally releases, waives and discharges Wilshire Bancorp, Inc. and Wilshire Bank, and each and all of their owners, stockholders, predecessors, successors (including, without limitation, BBCN), assigns, agents, directors, officers, employees, former employees, representatives, attorneys, benefit plans, insurers, parent companies, divisions, subsidiaries, affiliates (and owners, stockholders, predecessors, successors, assigns, agents, directors, officers, employees, representatives, attorneys, benefit plans and insurers of such parent companies, divisions, subsidiaries and affiliates) and all persons acting by, through, or under or in this Waiver and Release concert with any of Claims them (this hereinafter the “AgreementReleasees”), and releases and discharges the term “claims” shall include Releasees from liability for any and all from any and all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligationsdemands, debtscomplaints, accounts, 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 damages that Executive may have against them as of the payments described in the Offer Letterdate of this 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 whether known 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 whatsoeverunknown, including, but not limited to, (x) any claim claims arising out of his employment relationship with the Banks or attributable to Executive’s employment their affiliates 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 slandersuch employment, or under any violation of any federal, state or local law dealing with discrimination based on agefair employment practice law, 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”), including Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Age Discrimination in Employment Act as amended by the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the WARN Act or any state counterpart, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the Equal Pay Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code, the California Business & Professions Code Section 17200 et seq., or any other employee relations statute, rule, executive order, law or ordinance under state, federal or local law, tort, express or implied contract, public policy or other obligations, and any and all other federal, state claims for attorneys’ fees and local labor and antidiscrimination laws, the common law and any other purported restriction on an employer’s right costs (“Released Claims”). The parties intend for this release 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 be enforced to the fullest 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 foregoingHowever, nothing in this Agreement Released Claims 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) not include any right or claim that arises against the Company after the date cannot be waived as a matter of this Agreementlaw, such as workers’ compensation, vested pension benefits, or unemployment insurance benefits. Released Claims shall also not include (ivi) rights under this Agreement, (v) Executive’s rights to indemnification as an officer or employee of the Company, (vi) rights to payment severance under the Offer Letter Employment Agreement; and (ii) Executive’s rights available to him upon or after termination of employment under the Wilshire State Bank Executive Survivor Income Plan dated as of July 1, 2005, as amended (vii) [“SIP”). Executive agrees not to file or initiate any claims lawsuit concerning the Released Claims. Executive understands that this paragraph does not prevent him from filing a charge with or participating in an investigation by Executive in respect a governmental administrative agency, or reporting an alleged violation of his capacity as an equityholder of the Company law to a governmental agency; provided, however, that he hereby waives any right to receive any monetary award resulting from such a charge or any of its Affiliates].2investigation.

Waiver and Release. As used in this Waiver Executive, on behalf of himself and Release of Claims his heirs, executors, administrators, family members, attorneys and assigns, hereby waives, releases and forever discharges DaVita Inc. (this the “AgreementCompany”), together with the term Company’s directors, subsidiaries, divisions and affiliates, whether direct or indirect, its and their joint ventures and joint venturers (including each of their respective directors, officers, employees, shareholders, members, partners and agents, past, present, and future), and each of its and their respective successors and assigns (hereinafter collectively referred to as “claims” shall include Releasees”), 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 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 ever had, may now have hador hereafter can, will or now has may have 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 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 Fair Labor Standards 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, municipal or local employment discrimination statutes or ordinances (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. 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 the Company; 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 local labor and antidiscrimination lawsfair 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/or any other common law, statutory or other claim whatsoever arising out of or relating to his employment with and/or separation from employment with the common Company and/or any of the other Releasees, but excluding any claims which by law Executive cannot waive, including claims for indemnification, and any other purported restriction on an employer’s right claim that the Company has failed to terminate the employment of employees. Executive specifically releases all claims against the Group and each member thereof under ADEA relating make any payments or 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, provide any member of the Group individually payments or benefits described in the Group collectivelyEmployment Agreement, any lawsuitdated as of September 22, complaint2015, chargebetween Executive and the Company, proceeding or as amended (the like, before any local, state or federal agency, court or other body (each, a “ProceedingEmployment Agreement”), 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 Transition 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 dated as of the date hereof with respect to any matter released hereby [___________, between Executive 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 “Transition 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 Except for claims based on an alleged breach of this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claimsEmployee, 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 ExecutiveEmployee’s marital community, heirs, administrators, executors, administrators 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 Companyexpressly waives against Employer, its direct present and indirect parentsformer businesses, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors its collective current and assigns, together with the respective former officers, directors, employees, managers, agents, trustees, representatives, general and limited partners, shareholders, employees, members, members and agents attorneys (all of the foregoing (collectively, the which are collectively referred to as “GroupReleased Parties”) 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 claims, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions relating to Employee's employment or the end of Employee's employment with respect Employer, occurring or that could be alleged to any equityhave occurred on or prior to the execution of this Agreement; and further release, equity-based discharge and acquit Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or other incentive compensation].1 disputes. This waiver and release of claims includes, but is not limited to, any and all claims for wages, employment benefits, and damages of any kind whatsoever arising under the Age Discrimination in Employment Act out of 1967 (the “ADEA”)any contracts, expressed or implied; any covenant of good faith and fair dealing; estoppel or misrepresentation; discrimination or retaliation on any unlawful basis; harassment; unjust enrichment; wrongful termination or constructive discharge; any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights ActAct of 1964, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act, as amended; the Civil Rights Act of 1991, 1866; the Family Medical Leave Older Workers Benefit Protection Act, ; the Equal Pay Act, Age Discrimination in Employment Act (“ADEA”); any state or federal wage payment statute; or any other legal limitation on the employment relationship. Employee acknowledges that Released Parties are in no way liable for any released claims described in this Section. Employee agrees to defend and all indemnify Released Parties (including payment of fees as incurred) against any such claims whether made by him or on behalf of him to the full extent permitted by law. Excluded from this Release are claims that Employee may have with regard to vested benefits under ERISA or any other federal, state and local labor and antidiscrimination laws, the common claim that may not be released in accordance with law and any other purported restriction on an employer’s right to terminate rights or claims that may arise after 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 date 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 is executed. Employee understands that Employee is not barred from bringing an action challenging the validity of the waiver of Executive’s rights this Agreement under the ADEA, or initiate or participate in an investigation or proceeding conducted by . Employee further understands that this Release does not preclude filing a charge of age discrimination with the U.S. 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 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 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 or the Company, termination thereof by the Group, collectively or any member of the Group individually, for or by reason of any matter, cause or thing whatsoeverCompany , 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 Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Florida Civil Rights Act, as amended, the Florida Whistleblower Protection Act, as amended, the Florida Equal Pay ActLaw, as amended, and all the Florida Constitution, 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 respect rights to indemnification or contribution or directors’ and officers’ liability insurance under the Employment Agreement, Indemnification Agreement, any operative documents of the Company or 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 Companyapplicable law, (iii) any right claims as a holder of Company equity awards under the Company’s equity incentive plans or claim as a holder of Fund Incentives; and (iv) 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 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 Executive signs 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 continued employment with Employer through the payments described Separation Date, the benefits provided for in this Separation and Release Agreement and for other good and valuable consideration, the Offer Letterreceipt and sufficiency of which are hereby acknowledged, 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 Uniform Services Employment and Reemployment Rights Act, as amended, the California Fair Employment and all 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, the agreements in this Section 3 (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 covenants under any Company benefit plans or other Company retirement plans the Employment Agreement and this Separation and Release 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 Employment Agreement, the Indemnification Agreement (vii) [as defined below), 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, (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, and (vii) the Post-Termination Benefits. For clarification, the parties acknowledge and agree that neither the Release nor the Supplemental Release modifies or releases the obligations of Colony Credit Real Estate Inc. (“CLNC”) under any indemnification or other agreement between CLNC and Executive.

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 the payments described in the Offer Letternotice of termination provided for under section 1 herein, ExecutiveM▇. ▇▇▇▇▇▇▇▇▇, for on his own behalf, and on behalf of Executive and Executive’s his respective heirs, administratorsfamily members, executors, and assigns (the “Related Parties”)assigns, effective the Release Effective Date (as defined below), does hereby fully and forever waive releases the Company 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, partnersemployees, investors, shareholders, employeesadministrators, membersaffiliates, divisions, predecessor and successor corporations, and agents assigns, from, and agrees not to s▇▇ concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that M▇. ▇▇▇▇▇▇▇▇▇ may possess arising from any omissions, acts or facts related to the foregoing Company, including, without limitation: (collectively, the “Group”a) from any and all claims which Executive relating to or arising from M▇. ▇▇▇▇▇▇▇▇▇’▇ employment relationship with the Company and the termination of that relationship; (b) any Related Party had, may have hadand all claims relating to, or now has against arising from, M▇. ▇▇▇▇▇▇▇▇▇’▇ right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state or provincial corporate law, and securities fraud under any provincial, state or federal law (neither this provision nor any other provision in this Agreement impacts, limits or changes in any way M▇. ▇▇▇▇▇▇▇▇▇’▇ right to purchase vested options in accordance with his option grants and the Group, collectively or relevant option plans); (c) any member of and all claims under the Group individually, for or by reason law of any matterjurisdiction including, cause but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or thing whatsoeverintentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion; (d) any and all claims for violation of any federal, state, provincial or municipal statute, 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 ActAct of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974 (except for vested benefits), The Worker Adjustment and Retraining Notification Act, Family Medical Leave Act, the Equal Pay ActCivil Code of Quebec, the Charter of Human Rights and Freedoms (Quebec), an Act respecting Labor Standards (Quebec) and an Act respecting Industrial Accidents and Occupational Safety (Quebec). (e) any and all other claims for violation of the federal, or any state or provincial, constitution; (f) any 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 other laws and regulations relating to employment or employment discrimination; (g) any matter released hereby. Notwithstanding the foregoing, nothing in this Agreement shall release Executive’s claim for (i) unemployment compensation benefitsany loss, (ii) any claims by Executive in respect cost, damage, or expense arising out of any vested benefits under any Company benefit plans dispute over the non-withholding or other Company retirement plans tax treatment of any type that Executive is entitled to pursuant to of the terms thereof proceeds received by M▇. ▇▇▇▇▇▇▇▇▇ as a result of his employment with the Company, this Agreement; and (iiih) any right or claim and all claims for attorneys’ fees and costs. The Company and M▇. ▇▇▇▇▇▇▇▇▇ agree that arises against the Company after release set forth in this section shall be and remain in effect in all respects as a complete general release as to the date of this Agreement, (iv) rights matters released. This release does not extend to any obligations incurred under this Agreement, (v) rights to indemnification as an officer or employee . M▇. ▇▇▇▇▇▇▇▇▇ acknowledges and agrees that any breach of the Company, (vi) rights to payment under the Offer Letter or (vii) [any claims by Executive in respect provision of his capacity as an equityholder this Agreement shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover the severance benefits provided to M▇. ▇▇▇▇▇▇▇▇▇ under this Agreement. M▇. ▇▇▇▇▇▇▇▇▇ shall also be responsible to the Company for all costs, attorneys’ fees and any and all damages incurred by the Company (a) enforcing the obligation, including the bringing of any suit to recover the monetary consideration, and (b) defending against a claim or any suit brought or pursued by M▇. ▇▇▇▇▇▇▇▇▇ in violation of its Affiliates].2this provision.

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, 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 S▇▇▇▇▇▇▇-▇▇▇▇▇ 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 s▇▇ 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 this Waiver and Release of Claims In exchange for the Separation Payments (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 each as defined in the Offer LetterSeparation Agreement), Executive, for and on behalf of Executive and Executive’s herself, her heirs, beneficiaries, executors, administrators, executorsrepresentatives, assigns, and assigns (the “Related Parties”)agents hereby fully releases, effective the Release Effective Date (as defined below)acquits, does fully and forever waive and release, remise and discharge discharges the Company, its direct past, present, and indirect parentsfuture predecessors, subsidiaries successors, parent companies, subsidiary companies, affiliated entities, related entities, operating entities, and affiliates (including Crackle Holdingsits and their past, L.P.)present, their predecessors and successors and assigns, together with the respective future officers, directors, shareholders, members, investors, partners, shareholders, employees, membersagents, attorneys, insurers, reinsurers, and agents all of the foregoing its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, and insurers of those plans) (collectively, the “GroupReleased Parties”) from any and all claims which causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind or nature, in law, or equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that Executive or any Related Party hadmay now have, may have has ever had, or now has against hereafter may have relating directly or indirectly to her employment with the Company, the Grouptermination of her employment with the Company, collectively the benefits or attributes of her employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any member of the Group individuallyReleased Parties. Executive also releases all of the Released Parties of and from any and all claims Executive has or may have that arose prior to the date Executive signs this Release Agreement, arising from any violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for or by any reason of under any matter, cause or thing whatsoever, legal theory including, but not limited to, the Age Discrimination in Employment Act (x) any claim arising out “ADEA”); the Americans With Disabilities Act of 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (“▇▇▇▇-▇▇▇▇▇”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“▇▇▇▇”); the Immigration Reform and Control Act (“IRCA”); the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or attributable to Executive’s employment local laws, statutes ordinances, constitutions rules, orders or the termination of Executive’s employment with the Companyregulations, all as they may be amended. Executive also forever waives, releases, discharges and also including but not limited to claims of gives up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, wrongful terminationor retaliatory discharge, unjust dismissaldiscrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel or libel, slander, intentional and negligent infliction of emotional distress, duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any federal, state or local law dealing with discrimination based on agelaw, raceregulation, sexconstitution, national originordinance or judicial decision; and any claim concerning wages, handicapbenefits, religionseverance payments, disability or sexual preference [and (y) any and all claims with respect bonus payments, payments pursuant 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 agreement with the Company, (iii) stock, stock options, or stock option agreement. Executive also agrees to waive any right she has to pursue any claim or claim that arises against grievance through any internal channel of the Company after and/or its affiliates. Executive understands and agrees that her waivers include both claims that she knows about and those she may not know about which have arisen on or before the date on which she signs this Release Agreement. Executive further agrees to waive all rights under Section 1542 of the Civil Code of the State of California, up to and including the date she signs this agreement. Section 1542 provides as follows: Executive further agrees and represents that she has had an opportunity to consult with an attorney over the meaning and significance of this Agreement, (iv) Civil Code §1542 waiver and that she knowingly and voluntarily waives her 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].2statute.

Waiver and Release. As used in this Waiver and Release Pursuant to Section 4(c)(ii) 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, 19 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 CCOC in effect from time to time.

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. (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 Notwithstanding anything here in this Waiver to the contrary, upon any Termination of Employment (other than due to death) (a) the Executive shall execute a release and Release of Claims waiver in form mutually agreed by Executive and 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 7.1, 7.2 or cause 7.3, as applicable and (ii) any obligations under the. second sentence of Section 7.4; and provided further that (x) neither party shall release the other from his or its obligations under Article VIII 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 7.5(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 VIII 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 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, 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: i. 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 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 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 a. 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, Neurogene and each of their 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 Agreement (“Released Claims”). Released Claims include, equity without limitation, all claims for wages, compensation, including claims for separation benefits, acceleration or otherwiseother compensation under the Employment Agreement, stock, restricted stock units or stock options. For and in consideration of the payments described in the Offer Letter, Executive, for and on behalf of Executive and Executive’s heirs, administrators, executorsemployee benefits, and assigns (the “Related Parties”)damages of any kind whatsoever arising out of any: contract, effective the Release Effective Date (as defined below), does fully express or implied; tort; covenant of good faith and forever waive 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, the Occupational Safety and all other federal, state and local labor and antidiscrimination lawsHealth Act (“OSHA”), the common law Washington Law Against Discrimination, and any other purported restriction legal limitation on an employer’s right to terminate the employment of employeesrelationship. Executive specifically releases all Excluded from this waiver and release are 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 arise after this Agreement (includingis executed, without limitationclaims of vested rights under ▇▇▇▇▇, any unemployment compensation claims, workers’ compensation claims, 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 Agreement under the ADEA, 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 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 enforcement of this Agreement, (iv) rights and any other claim that may not be lawfully released under this Agreement, (v) rights to indemnification as an officer or employee . b. Employee hereby acknowledges that she is aware of the Companyprinciple that a general release does not extend to claims that the releasor does not know or suspect to exist in her favor at the time of executing the release, (vi) which, if known by her, must have materially affected her settlement with the releasee. With knowledge of this principle, Employee hereby agrees to expressly waive any rights Employee may have 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].2that effect.

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. (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 Severance Benefits described in Sections 1.02 and 1.03 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 GBCH, 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, 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 AgreementAgreement or Executive’s rights to indemnification under that certain Indemnification Agreement dated April 17, 2013, by GBCH, (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) to 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 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 and Release. As used ▇▇▇▇▇ ▇▇▇▇▇ (“you”) and ▇▇▇▇▇▇▇ Electronics, Inc., ▇▇▇▇▇▇▇ Electronics Indiana, Inc. d/b/a GES, the corporate entity in this Waiver the ▇▇▇▇▇▇▇ group of companies that is your specific employer (collectively, “▇▇▇▇▇▇▇”) and their respective executors, assigns, agents, officers, former officers, employees, former employees, directors, former directors, members and any associates, affiliates, divisions, current or former subsidiaries or parent corporations or organizations or any of its employees or former employees, or any other person acting or purporting to act in or on its behalf and together with ▇▇▇▇▇▇▇ (collectively, the “Company”) do hereby acknowledge and agree that you will receive the Severance and Transaction Closing Payments, as referenced and identified in the Transition and Retention Agreement and General Release of Claims (this “Transition Agreement”)) between you and the Company. In consideration of the Severance and Transaction Closing Payments and the Transition Agreement, and except for breaches of the term “claims” shall include all claimsTransition Agreement, 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 payments, rights, and benefits provided for in the Offer Letterthis Waiver and Release, Executiveyou, for and on behalf of Executive yourself and Executive’s your heirs, administratorslegatees, executorspersonal representatives, assigns, and all others who have or obtain any legal right or claims through you, release and discharge ▇▇▇▇▇▇▇ and all of its parents, subsidiaries, affiliated companies, principals, stockholders, officers, directors, employees, trustees, agents, predecessors, successors, benefit plans (and any fiduciaries of such plans), insurers, 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 claims, known and unknown, that you had or any Related Party had, may have had, or now has had against the Company, the Group, collectively or any member Released Parties as of the Group individuallydate of execution of this Waiver and Release. This release is intended to be as comprehensive as can be conceived and the law will allow, for or by reason and includes without limitation claims of any matter, cause type related to 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 your employment with ▇▇▇▇▇▇▇; on federal or state common law or federal, state or local laws, ordinances, or regulations, or any other public policy, theory, or principle. Nothing in this Waiver and Release shall be construed to prohibit you from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding conducted by any federal or state government agency or self-regulatory organization. In granting the Companyrelease herein, which includes claims that may be unknown to you at present, you acknowledge that you have read and also understand Section 1542 of the California Civil Code, which states: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. You hereby expressly waive and relinquish all rights and benefits under that Section and any law or legal principle of similar effect in any jurisdiction with respect to the releases granted herein, 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 the release of unknown and unsuspected claims includesgranted in this Waiver and Release. Employee initials __CT__ You understand and agree that this Waiver and Release shall be binding upon your heirs, but is not limited toassigns, all claims arising under the Age Discrimination in Employment Act of 1967 (the “ADEA”)administrators, 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, executors and all other federal, state legal representatives 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 shall inure 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, its successors and assigns. In the event of your death, the remaining separation payments will be paid or provided to your estate, subject to and in accordance with the terms of this Waiver and Release. This Waiver and Release does not constitute an admission by the Released Parties of any violation of any law. The Released Parties expressly deny any such violation. This Waiver and Release is offered to you by the Company solely to avoid potential claims. You understand and agree that this Waiver and Release shall be binding upon your heirs, assigns, administrators, executors and legal representatives and shall inure to the benefit of the Company, its successors and assigns. In the event of your death, the remaining separation payments will be paid or provided to your estate, subject to and in accordance with the terms of the Transition Agreement. This Waiver and Release does not constitute an admission by the Released Parties of any violation of any law. The Released Parties expressly deny any such violation. This Waiver and Release is offered to you by the Company solely to avoid litigation. By signing this Waiver and Release, you acknowledge that: (via) rights before signing, you had an adequate opportunity to payment review this Waiver and Release with persons of your choosing; (b) you have thoroughly read and understand this Waiver and Release; (c) you have been advised to seek legal counsel concerning the terms of this Waiver and Release before signing it; (d) you have been advised to consult a tax advisor regarding the tax effect of any payments or benefits that you may receive under the Offer Letter this Waiver and Release; (e) you have signed this Waiver and Release knowingly and voluntarily, without duress or reservation of any kind and with full knowledge of its significance; (viif) [you are not waiving any claims by Executive or rights that may arise after you execute this Waiver and Release; and (g) the payments promised to you in respect return for your execution of his capacity as an equityholder of the Company or any of its Affiliates].2this Waiver and Release are amounts and benefits you would not otherwise be entitled to receive.

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 ReconcilliationReconciliation Act of 1985) or any claims that may arise after the date Executive signs the Release.

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 hereof, Employee hereby agrees that regardless of who assumes his duties, 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 do hereby voluntarily and fully release and forever discharge the Company, together with its past and current predecessors, successors, shareholders, officers, directors, employees, attorneys, trustees, insurers, representatives, contractors, subsidiaries, related organizations and affiliates (this “Agreement”collectively, the "Released 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 date 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 whatsoeverthis Agreement, 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; the Broward County Equal Opportunity Ordinance, any federal or state whistleblower acts and any and all other federal, state and local labor laws and antidiscrimination lawsstatutes which regulate employment; and the laws of contracts, tort and other subjects. The Employee agrees that the common law forgoing enumeration of claims released is illustrative, and any other purported restriction on an employer’s right the claims hereby released are in no way limited by the above recitation of specific claims, it being the intent of the Employee to terminate the employment of employees. Executive specifically releases fully and completely release all claims against the Group and each member thereof under ADEA whatsoever in any way relating to Executive’s the Employee's employment with the Company 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 such 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”), In consideration for 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 Transition Payments to be provided to Executive as set forth in the Offer LetterTransition 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 and assigns, 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, associates, employees, representatives, partners, consultants, benefit plans, fiduciaries, 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 hereinafter collectively referred to as “Related PartiesReleasees”), 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 CompanyCompany 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 that 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 Company 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 Age Discrimination in Employment Act (the “ADEA”), the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave 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 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) except as provided below, 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 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 employment with and/or separation from employment with the Company 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 that 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 the Transition Agreement or any time hereafterother applicable plans, in each case, with respect to claims released pursuant to this Agreement (programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or by-laws (including indemnification and liability insurance coverage), the Company’s 2005 Long Term Incentive Plan and any claims relating to the termination of agreements thereunder, and Executive’s employment)unpaid accrued and vested benefits under applicable employee benefit plans, except as may be necessary programs and arrangements in accordance with the terms thereof. Executive expressly waives the benefits of any statute or rule of law that, if applied 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 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 In consideration of, and as a condition precedent to, the benefits payable pursuant to that certain Employment Agreement (the “Agreement”) effective as of September 13, 2017 between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (“Executive”), which were offered to Executive in this Waiver exchange for a general waiver and Release release of Claims claims (this “AgreementWaiver and Release”). Executive having acknowledged the above-stated consideration as full compensation for and on account of any and all injuries and damages which Executive has sustained or claimed, 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 Lettermay be entitled to claim, Executive, for himself, and on behalf of Executive and Executive’s his heirs, executors, administrators, executors, successors and assigns (the “Related Parties”), effective the Release Effective Date (as defined below)assigns, does fully and forever waive and hereby release, remise forever discharge and discharge promise not to ▇▇▇ the Company, its direct and indirect parents, subsidiaries and affiliates (including Crackle Holdingssubsidiaries, L.P.)affiliates, their predecessors and successors and assigns, together with the respective and their past and present officers, directors, partners, shareholders, employees, members, and agents of the foregoing managers, shareholders, agents, attorneys, accountants, insurers, heirs, administrators, executors (collectively, collectively the “GroupReleased Parties”) from any and all claims claims, liabilities, costs, expenses, judgments, attorney fees, actions, known and unknown, of every kind and nature whatsoever in law or equity, which Executive or any Related Party had, now has, or may have had, or now has against the Company, the Group, collectively or Released Parties relating in 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 way to Executive’s employment or the termination of Executive’s employment with the CompanyCompany or termination thereof prior to and including the date of execution of this Waiver and Release, 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 for contract damages, tort damages, special, general, direct, punitive and consequential damages, compensatory damages, loss of 1967 (the “ADEA”)profits, 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, attorney fees and any and all other federaldamages of any kind or nature; all contracts, state and local labor and antidiscrimination lawsoral or written, the common law between Executive and any other purported restriction on an employer’s right of the Released Parties; any business enterprise or proposed enterprise contemplated by any of the Released Parties, as well as anything done or not done prior to terminate and including the employment date of employeesexecution of this Waiver and Release. Executive specifically releases all claims against the Group and each member thereof under ADEA relating to Executive’s employment and its termination. 1 Include Notwithstanding anything 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”), contrary contained in this Waiver 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 foregoingRelease, nothing in this Agreement Waiver and Release shall be construed to 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 from any obligations set forth in 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 Except for claims based on an alleged breach of this Waiver and Release of Claims (this “Agreement”), the term “claims” shall include all claimsEmployee, 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 ExecutiveEmployee’s marital community, heirs, administrators, executors, administrators 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 Companyexpressly waives against Employer, its direct present and indirect parentsformer businesses, subsidiaries and affiliates (including Crackle Holdings, L.P.), their predecessors and successors its collective current and assigns, together with the respective former officers, directors, employees, managers, agents, trustees, representatives, general and limited partners, shareholders, employees, members, members and agents attorneys (all of the foregoing (collectively, the which are collectively referred to as “GroupReleased Parties”) 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 claims, damages, causes of action or disputes, whether known or unknown, based upon acts or omissions relating to Employee's employment or the end of Employee's employment with respect Employer, occurring or that could be alleged to any equityhave occurred on or prior to the execution of this Agreement; and further release, equity-based discharge and acquit Released Parties, individually and in their representative capacities, from such claims, damages, causes of action or other incentive compensation].1 disputes. This waiver and release of claims includes, but is not limited to, any and all claims for wages, employment benefits, and damages of any kind whatsoever arising under the Age Discrimination in Employment Act out of 1967 (the “ADEA”)any contracts, expressed or implied; any covenant of good faith and fair dealing; estoppel or misrepresentation; discrimination or retaliation on any unlawful basis; harassment; unjust enrichment; wrongful termination or constructive discharge; any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights ActAct of 1964, as amended; the Americans with Disabilities Act; the Fair Labor Standards Act; the Employee Retirement Income Security Act, as amended; the Civil Rights Act of 1991, 1866; the Family Medical Leave Older Workers Benefit Protection Act, ; the Equal Pay Act, Age Discrimination in Employment Act (“ADEA”); any state or federal wage payment statute; or any other legal limitation on the employment relationship. Employee acknowledges that Released Parties are in no way liable for any released claims described in this Section. Employee agrees to defend and all indemnify Released Parties (including payment of fees as incurred) against any such claims whether made by him or on behalf of him to the full extent permitted by law. Excluded from this Release are claims that Employee may have with regard to vested benefits under ERISA or any other federal, state and local labor and antidiscrimination laws, the common claim that may not be released in accordance with law and any other purported restriction on an employer’s right to terminate rights or claims that may arise after 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 date 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 is executed. Employee understands that Employee is not barred from bringing an action challenging the validity of the waiver of Executive’s rights this Agreement under the ADEA, or initiate or participate in an investigation or proceeding conducted by . Employee further understands that this Release does not preclude filing a charge of age discrimination with the U.S. Equal Employment Opportunity Commission. Except as otherwise provided in As consideration for the preceding sentence, (i) Executive will not initiate or cause to be initiated on Executive’s behalf any Proceeding, payments 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 Employee receives under this Agreement, (v) rights Employee also agrees to indemnification as an officer execute a waiver and release in accordance with this Section 4 with respect to Released Parties of any and all claims, damages, causes of action or employee disputes, whether known or unknown, based upon acts or omissions relating to Employee's employment or the end of Employee's employment with Employer, occurring or that could be alleged to have occurred on or prior to January 1, 2017. If Employee fails to execute and return the Companywaiver and release described in the preceding sentence on or after January 1, (vi) rights 2017 but no later than January 3, 2017, Employee forfeits his right to payment under the Offer Letter or (vii) [any claims by Executive all payments and benefits provided in respect Section 3 of his capacity as an equityholder of the Company or any of its Affiliates].2this Agreement.

Waiver and Release. As used in this Waiver and Release of Claims (this “In exchange for the Severance Benefits the Company will provide you under the 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 “TriMas 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 TriMas Companies’ officers, directors, managers, employees, shareholders, agents, attorneys, successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing specifically including without limitation TriMas Corporation (collectively, the “GroupReleased Parties”) ), 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 Released Parties as of the date you sign this Release 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 (“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 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, 1967; 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 Rehabilitation Act; the Worker Adjustment and Retraining Notification Act; any state, the Equal Pay Actlocal, and all other federal, state federal employment laws; and local labor and antidiscrimination laws, 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 Release. 1 Include to the extent equity is called at termination. Executive represents that Executive has This 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 for vested rights under employee benefit plans as applicable 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 you sign this Agreement shall release Executive’s claim for (i) unemployment compensation benefitsRelease, (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 Companymay arise after you sign this Release, (iii) any right which cannot be released by private agreement or claim that arises against the Company after the date of this Agreement, (iv) rights under this to enforce the terms of the Separation 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 B thereto.

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 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, 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 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 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. (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 Delaware corporation doing business as ▇▇▇▇ Brass (“▇▇▇▇ 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 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 Pursuant to Section 4(b)(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 Employee as outlined in the Offer LetterEmployment Agreement and this Release as set forth herein, ExecutiveEmployee, for and on behalf of Executive herself and Executive’s his heirs, administrators, executors, administrators and assigns, forever waives, releases and discharges the Company and its officers, directors, shareholders, members, managers, employees, agents, servants, accountants, attorneys, heirs, beneficiaries, successors and assigns (together with the Company, the “Related Company 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 claims, demands, causes of actions, fees, damages, liabilities and expenses (including attorneys’ fees) of any kind whatsoever, whether known or unknown, suspected or unsuspected (collectively, “Claims”), that Employee has ever had or might have against the Company Released Parties, or any Related Party hadof them, may have hadin any way arising out of, relating to, or now has against the Companyconnected with, the GroupEmployment Agreement, collectively Employee’s services to, or any member of employment by the Group individually, for Company or by reason of any matter, cause or thing whatsoeverthe termination thereof, including, but not limited 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 Claims 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 Age Discrimination in Employment Act, as amended, the Uniform Services Employment and Reemployment Rights Act, as amended, the Kansas Act Against Discrimination, the Kansas Age Discrimination in Employment Act, the Equal Pay Kansas Minimum Wage and Maximum Hours Law, the Discrimination Against Military Personnel Act, and all the Discrimination Against Employees who are Victims of Domestic Violence or Sexual Assault 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 breach of contract, fraud, 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 Employee acknowledges that, to the extent equity is called at termination. Executive represents that Executive has not filed or permitted to be filed against the Groupby law, 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 Employee from receiving, and Employee hereby waives any right to, any monetary or other individual relief related to such a charge or complaint. Except as otherwise provided in This Release, however, excludes the preceding sentencefollowing “Excluded Claims”: (w) any claims made under state workers’ compensation or unemployment laws, and/or any claims that cannot be waived by law, (ix) 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 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 or otherwise) arising out the breach of any Proceeding with respect covenant (including any payments under the Employment Agreement) 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 be performed 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 AgreementRelease, (ivy) rights under this Agreement, (v) any 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, any claims by Executive in respect of his capacity as an equityholder operative documents of the Company or any applicable law,; and (z) 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 its Affiliates].21985) or any claims that may arise after the date Employee signs the Release.

Waiver and Release. As used in In exchange for the rights and benefits under this Waiver and Release of Claims (this “Agreement”), including without limitation 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 LetterSeparation Payments, Executive, for and on behalf of Executive and Executive’s herself, her heirs, beneficiaries, executors, administrators, executorsrepresentatives, assigns, and assigns (the “Related Parties”)agents hereby fully releases, effective the Release Effective Date (as defined below)acquits, does fully and forever waive and release, remise and discharge discharges the Company, its direct past, present, and indirect parentsfuture predecessors, subsidiaries successors, parent companies, subsidiary companies, affiliated entities, related entities, operating entities, and affiliates (including Crackle Holdingsits and their past, L.P.)present, their predecessors and successors and assigns, together with the respective future officers, directors, shareholders, members, investors, partners, shareholders, employees, membersagents, attorneys, insurers, reinsurers, and agents all of the foregoing its and their past, present, and future compensation and employee benefits plans (including trustees, fiduciaries, administrators, and insurers of those plans) (collectively, the “GroupReleased Parties”) from any and all claims which causes of action, lawsuits, proceedings, complaints, charges, debts, contracts, judgments, damages, claims, attorney’s fees, costs, expenses, and compensation whatsoever, of whatever kind or nature, in law, or equity or otherwise, whether known or unknown, vested or contingent, suspected or unsuspected, that Executive or any Related Party hadmay now have, may have has ever had, or now has against hereafter may have relating directly or indirectly to her employment with the Company, the Grouptermination of her employment with the Company, collectively the benefits or attributes of her employment with the Company, and/or any other act, omission, event, occurrence, or non-occurrence involving the Company or any member of the Group individuallyReleased Parties. Executive also releases all of the Released Parties of and from any and all claims Executive has or may have that arose prior to the date Executive signs this Agreement, arising from any violation or alleged violations of federal, state or local human rights, fair employment practices and/or other laws by any of the Released Parties for or by any reason of under any matter, cause or thing whatsoever, legal theory including, but not limited to, the Age Discrimination in Employment Act (x) any claim arising out “ADEA”); the Americans With Disabilities Act of 1990 (“ADA”); the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (“▇▇▇▇-▇▇▇▇▇”); the Employee Retirement Income Security Act of 1974 (“ERISA”); the Equal Pay Act (“EPA”); the Fair Labor Standards Act (“FLSA”); the Fair Credit Reporting Act (“FCRA”); the Family and Medical Leave Act (“FMLA”); the Genetic Information Nondiscrimination Act (“▇▇▇▇”); the Immigration Reform and Control Act (“IRCA”); the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Fair Pay Act; the National Labor Relations Act (“NLRA”); the Labor Management Relations Act (“LMRA”); the Occupational Safety and Health Act (“OSHA”); the Older Workers Benefit Protection Act (“OWBPA”); the Rehabilitation Act of 1973; the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”); the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); Sections 1981 through 1988 of Title 42 of the United States Code; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Worker Adjustment and Retraining Notification Act (“WARN”), and/or all other federal, state, or attributable to Executive’s employment local laws, statutes ordinances, constitutions, rules, orders or the termination of Executive’s employment with the Companyregulations, all as they may be amended. Executive also forever waives, releases, discharges and also including but not limited to claims of gives up all claims, real or perceived and now known or unknown, for breach of implied or express contract, breach of promise, breach of the covenant of good faith and fair dealing, wrongful terminationor retaliatory discharge, unjust dismissaldiscrimination, harassment, promissory estoppel, assault, battery, false imprisonment, defamation, libel or libel, slander, intentional and negligent infliction of emotional distress, duress, fraudulent and negligent misrepresentation, defamation, violation of public policy, negligence, and all other claims or torts arising under any federal, state or local law dealing with discrimination based on agelaw, raceregulation, sexconstitution, national originordinance or judicial decision; and any claim concerning wages, handicapbenefits, religionseverance payments, disability or sexual preference [and (y) any and all claims with respect bonus payments, payments pursuant 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 agreement with the Company, (iii) stock, stock options, or stock option agreement. Executive also agrees to waive any right she has to pursue any claim or claim that arises against grievance through any internal channel of the Company after and/or its affiliates. Executive understands and agrees that her waivers include both claims that she knows about and those she may not know about which have arisen on or before the date on which she signs this Agreement. Executive further agrees to waive all rights under Section 1542 of the Civil Code of the State of California, up to and including the date she signs this Agreement. Section 1542 provides as follows: Executive further agrees and represents that she has had an opportunity to consult with an attorney over the meaning and significance of this Agreement, (iv) Civil Code §1542 waiver and that she knowingly and voluntarily waives her 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].2statute.

Waiver and Release. As used in this Waiver Employee, on behalf of Employee and Release Employee’s heirs, executors, administrators and assigns, hereby waives, releases and forever discharges, the Company and its current and past parent, subsidiaries, divisions and affiliates, its, and their joint ventures and its and their respective directors, officers, associates, employees, shareholders, partners, attorneys and agents, and each of Claims its and their respective predecessors, successors and assigns (this hereinafter collectively referred to as “Releasees”), from any and all known or unknown causes of action, or liabilities of any kind which have been, or could be asserted, against the Releasees up to and including the Effective Date of the Agreement, including but not limited to: causes of action or liabilities arising under Title VII of the Civil Rights Act (“Title VII”), 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, Age Discrimination 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 Employment Act (the “Related PartiesADEA”), effective the Release Effective Date Employee Retirement Income Security Act (as defined below“ERISA”), does fully and forever waive and release, remise and discharge the Company, its direct and indirect parents, subsidiaries and affiliates American with Disabilities Act (including Crackle Holdings, L.P.“ADA”), their predecessors the Family and successors and assigns, together with the respective officers, directors, partners, shareholders, employees, members, and agents of the foregoing Medical Leave Act (collectively“FMLA”), the “Group”) from Wisconsin Fair Employment Act, as such Acts have been amended, and/or any and all claims which Executive or any Related Party hadother federal, may have hadstate, municipal, 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 employment discrimination statutes (including, but not limited to, (x) any claim arising out claims based on age, sex, attainment of or attributable to Executive’s employment or the termination of Executive’s employment with the Companybenefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and also including veteran status); and/or causes of action or liabilities arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or any other cause of action including, but not limited to claims of to, actions seeking payments or benefits, except as provided herein, actions based upon breach of contract, wrongful termination, unjust dismissal, defamation, libel or slanderintentional infliction of emotional distress, tort, personal injury, invasion of privacy, violation of public policy, negligence and/or any other common law, 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 cause 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) action whatsoever arising out of any Proceeding with respect or relating 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 and/or separation from employment 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 prior service with the Company or any of its Affiliates].2the other Releasees. Employee further agrees that if Employee, or anyone acting on Employee’s behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Employee waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith.