(i)If, during the Term, a Qualifying Sale (defined below) occurs at an Enterprise Value (defined below) in excess of $30,000,000 (the THRESHOLD), as determined by the Board, the Corporation shall grant the Executive an award of restricted shares of the same class or classes of securities as to which the Qualifying Sale relates (the RESTRICTED STOCK). Such Restricted Stock grant shall be made after the Corporation receives all requisite corporate approvals, including consent of the Board and stockholders as necessary. The number of shares of Restricted Stock that shall be granted to the Executive shall be calculated by dividing (i) 3% of the difference between the Enterprise Value at the Qualifying Sale and the Threshold, by (ii) the fair market value of an underlying share, as determined by the Board, on the grant date. For illustrative purposes only, if the Qualifying Sale is at an Enterprise Value of $40,000,000 , then the difference would be $10,000,000 , and the Executive would receive a Restricted Stock award valued at $300,000 ( 3% of $10,000,000 ) as of the date of grant. The Restricted Stock shall vest annually in three substantially equal installments, with the first installment vesting on the first anniversary of the date of grant, subject to the Executives continued employment with the Corporation through each such vesting date, provided that the Restricted Stock shall become fully vested upon a Change of Control (as defined in Exhibit B), a termination of employment by the Corporation without Cause (defined below), or a termination of employment by the Executive for Good Reason (defined below). In order to be eligible to receive the award of Restricted Stock, either (i) the Executive must be employed by the Corporation as of the grant date or (ii) the Executives employment must have been terminated by the Corporation without Cause or by the Executive for Good Reason, in either case within six months prior to the Qualifying Sale. The Restricted Stock shall be subject in all respects to the terms and conditions of a restricted stock award agreement in the form provided by the Corporation and the terms and conditions of the Health Benefits Direct Corporation 2010 Equity Compensation Plan (the EQUITY PLAN ), or on terms consistent with those set forth in the Equity Plan if the Restricted Stock cannot be granted under the Equity Plan. The Restricted Stock grant shall be subject in all cases to any securities law requirements and receipt of all Board and stockholder approvals if applicable.

( i ) If , during the Term , a Qualifying Sale ( defined below ) occurs at an Enterprise Value ( defined below ) in excess of $ 30 , 000 , 000 ( the THRESHOLD ) , as determined by the Board , the Corporation shall grant the Executive an award of restricted shares of the same class or classes of securities as to which the Qualifying Sale relates ( the RESTRICTED STOCK ) . Such Restricted Stock grant shall be made after the Corporation receives all requisite corporate approvals , including consent of the Board and stockholders as necessary . The number of shares of Restricted Stock that shall be granted to the Executive shall be calculated by dividing ( i ) 3 % of the difference between the Enterprise Value at the Qualifying Sale and the Threshold , by ( ii ) the fair market value of an underlying share , as determined by the Board , on the grant date . For illustrative purposes only , if the Qualifying Sale is at an Enterprise Value of $ 40 , 000 , 000 , then the difference would be $ 10 , 000 , 000 , and the Executive would receive a Restricted Stock award valued at $ 300 , 000 ( 3 % of $ 10 , 000 , 000 ) as of the date of grant . The Restricted Stock shall vest annually in three substantially equal installments , with the first installment vesting on the first anniversary of the date of grant , subject to the Executives continued employment with the Corporation through each such vesting date , provided that the Restricted Stock shall become fully vested upon a Change of Control ( as defined in Exhibit B ) , a termination of employment by the Corporation without Cause ( defined below ) , or a termination of employment by the Executive for Good Reason ( defined below ) . In order to be eligible to receive the award of Restricted Stock , either ( i ) the Executive must be employed by the Corporation as of the grant date or ( ii ) the Executives employment must have been terminated by the Corporation without Cause or by the Executive for Good Reason , in either case within six months prior to the Qualifying Sale . The Restricted Stock shall be subject in all respects to the terms and conditions of a restricted stock award agreement in the form provided by the Corporation and the terms and conditions of the Health Benefits Direct Corporation 2010 Equity Compensation Plan ( the EQUITY PLAN ) , or on terms consistent with those set forth in the Equity Plan if the Restricted Stock cannot be granted under the Equity Plan . The Restricted Stock grant shall be subject in all cases to any securities law requirements and receipt of all Board and stockholder approvals if applicable .


(ii)For purposes of this Agreement, a QUALIFYING SALE shall mean a sale of Corporation securities by an existing shareholder or shareholders acting in concert (SHAREHOLDER QUALIFYING SALE), or the sale by the Corporation of newly issued securities (CORPORATION QUALIFYING SALE), in any case representing 10% or more of the fully-diluted outstanding capital stock of the Corporation; provided, however, any financing of the Corporation primarily involving existing investors in the Corporation or their affiliates shall not be a Qualifying Sale for purposes of this Agreement.

( ii ) For purposes of this Agreement , a QUALIFYING SALE shall mean a sale of Corporation securities by an existing shareholder or shareholders acting in concert ( SHAREHOLDER QUALIFYING SALE ) , or the sale by the Corporation of newly issued securities ( CORPORATION QUALIFYING SALE ) , in any case representing 10 % or more of the fully-diluted outstanding capital stock of the Corporation ; provided , however , any financing of the Corporation primarily involving existing investors in the Corporation or their affiliates shall not be a Qualifying Sale for purposes of this Agreement .


(iii)during the period beginning on the termination date and ending on the earlier of (A) the date on which the Executive first becomes covered by any other equally advantageous group health plan as described in section 4980B(g)(2) of the Internal Revenue Code of 1986 , as amended (the CODE) or (B) 12-months following the termination date (the COVERAGE PERIOD), if the Executive is eligible for and timely elects to receive continued health coverage under the Corporations health plan under COBRA at a level of coverage at or below the Executives level of coverage in effect on the termination date, and the Executive pays the full monthly COBRA premium cost for such health coverage, the Corporation shall reimburse the Executive monthly an amount equal to the monthly cost of continuing coverage of the applicable benefit plans under COBRA , to the extent the Executive and the Executives dependents, as applicable, elect and qualify for such coverage (the COBRA REIMBURSEMENT). The payments under this subsection (iii) shall commence within 60 days after the termination date and the first payment shall include any payments for the period from the termination date to the first payment date. The Corporation shall reimburse the Executive under this subsection only for the portion of the Coverage Period during which the Executive continues coverage under the Corporations health plan. The Executive agrees to promptly notify the Corporation of the Executives coverage under an alternative health plan upon becoming covered by such alternative plan. The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period.

( iii ) during the period beginning on the termination date and ending on the earlier of ( A ) the date on which the Executive first becomes covered by any other equally advantageous group health plan as described in section 4980B ( g ) ( 2 ) of the Internal Revenue Code of 1986 , as amended ( the CODE ) or ( B ) 12-months following the termination date ( the COVERAGE PERIOD ) , if the Executive is eligible for and timely elects to receive continued health coverage under the Corporations health plan under COBRA at a level of coverage at or below the Executives level of coverage in effect on the termination date , and the Executive pays the full monthly COBRA premium cost for such health coverage , the Corporation shall reimburse the Executive monthly an amount equal to the monthly cost of continuing coverage of the applicable benefit plans under COBRA , to the extent the Executive and the Executives dependents , as applicable , elect and qualify for such coverage ( the COBRA REIMBURSEMENT ) . The payments under this subsection ( iii ) shall commence within 60 days after the termination date and the first payment shall include any payments for the period from the termination date to the first payment date . The Corporation shall reimburse the Executive under this subsection only for the portion of the Coverage Period during which the Executive continues coverage under the Corporations health plan . The Executive agrees to promptly notify the Corporation of the Executives coverage under an alternative health plan upon becoming covered by such alternative plan . The COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the Coverage Period .


This Agreement sets forth the terms of your separation of employment with InsPro Technologies Corporation (the Parent) and InsPro Technologies, LLC , a Delaware limited liability company (the Company). If you understand and agree with these terms, please sign in the space provided below. If you and the Company sign below, this will be a legally binding document representing the entire agreement between you and the Company regarding the subjects it covers. We will refer to this document as the Agreement.

This Agreement sets forth the terms of your separation of employment with InsPro Technologies Corporation ( the Parent ) and InsPro Technologies , LLC , a Delaware limited liability company ( the Company ) . If you understand and agree with these terms , please sign in the space provided below . If you and the Company sign below , this will be a legally binding document representing the entire agreement between you and the Company regarding the subjects it covers . We will refer to this document as the Agreement .


Release of Claims. In exchange for the payment(s) described in the Consideration clause, you hereby waive all claims available under federal, state or local law against the Company and the directors, officers, employees, employee benefit plans and agents of the Company arising out of your employment with the Company or the termination of that employment, including but not limited to all claims arising under the Americans with Disabilities Act , the Civil Rights Act of 1991 , the Employee Retirement Income Security Act , the Equal Pay Act , the Genetic Information Non-discrimination Act , the Family and Medical Leave Act , Section 1981 of U.S.C, Title VII of the Civil Rights Act , the Pennsylvania Human Relations Act , the Pennsylvania Equal Pay Law, and the Pennsylvania Whistleblower Law, as well as wrongful termination claims, breach of contract claims, discrimination claims, harassment claims, retaliation claims, whistleblower claims (to the fullest extent they may be released under applicable law), defamation or other tort claims, and claims for attorneys fees and costs. You are not waiving your right to vested benefits under the written terms of the Company 401(k) Plan, claims for unemployment or workers compensation benefits, any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan, claims arising after the date on which you sign this Agreement, or claims that are not otherwise waivable under applicable law.

Release of Claims . In exchange for the payment ( s ) described in the Consideration clause , you hereby waive all claims available under federal , state or local law against the Company and the directors , officers , employees , employee benefit plans and agents of the Company arising out of your employment with the Company or the termination of that employment , including but not limited to all claims arising under the Americans with Disabilities Act , the Civil Rights Act of 1991 , the Employee Retirement Income Security Act , the Equal Pay Act , the Genetic Information Non-discrimination Act , the Family and Medical Leave Act , Section 1981 of U . S . C , Title VII of the Civil Rights Act , the Pennsylvania Human Relations Act , the Pennsylvania Equal Pay Law , and the Pennsylvania Whistleblower Law , as well as wrongful termination claims , breach of contract claims , discrimination claims , harassment claims , retaliation claims , whistleblower claims ( to the fullest extent they may be released under applicable law ) , defamation or other tort claims , and claims for attorneys fees and costs . You are not waiving your right to vested benefits under the written terms of the Company 401 ( k ) Plan , claims for unemployment or workers compensation benefits , any medical claim incurred during your employment that is payable under applicable medical plans or an employer-insured liability plan , claims arising after the date on which you sign this Agreement , or claims that are not otherwise waivable under applicable law .


Addendum to General Release for Age Claims. In addition to all other claims released for the payment(s) described in the Consideration clause, you hereby waive all claims available against the Company and the directors, officers, employees, employee benefit plans and agents of the Company arising out of your employment with the Company or the termination of that employment under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act. < br/>

Addendum to General Release for Age Claims . In addition to all other claims released for the payment ( s ) described in the Consideration clause , you hereby waive all claims available against the Company and the directors , officers , employees , employee benefit plans and agents of the Company arising out of your employment with the Company or the termination of that employment under the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act . & lt ; br / & gt ;


THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of the [] day of [], 2017 , by and between Russell Nickel , a resident (Employee), and Funko, Inc. , a Delaware corporation (any of its Affiliates as may employ the Employee from time to time, and any successor(s) thereto, the Company).

THIS EMPLOYMENT AGREEMENT ( this Agreement ) is made and entered into as of the [ ] day of [ ] , 2017 , by and between Russell Nickel , a resident ( Employee ) , and Funko , Inc . , a Delaware corporation ( any of its Affiliates as may employ the Employee from time to time , and any successor ( s ) thereto , the Company ) .


(b) If Employees employment is terminated pursuant to Section7.01(a) or (d)and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A (the Release) and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Compensation, Employee shall be entitled to receive either (i)if Employee has been an employee of the Company or its affiliates for less than two years prior to the date of termination, continuation of the Base Salary for up to six (6)months from the date of termination, payable in six equal monthly installments in accordance with the Companys regular payroll practices, and reimbursement, up to a maximum of six (6)months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any; or (ii)if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination, an amount equal to continuation of the Base Salary for up to twelve (12)months from the date of termination, payable in twelve equal monthly installments in accordance with the Companys regular payroll practices, and reimbursement, up to a maximum of twelve (12)months, of the Company-paid portion of premium payments, as if Employee had remained an active employee, for any COBRA coverage Employee elects, if any.

( b ) If Employees employment is terminated pursuant to Section7 . 01 ( a ) or ( d ) and provided that Employee shall have executed and delivered to the Company the a release of claims substantially in the form attached hereto as Exhibit A ( the Release ) and any period for rescission of such Release shall have expired without Employee having rescinding such Release , in addition to the Accrued Compensation , Employee shall be entitled to receive either ( i ) if Employee has been an employee of the Company or its affiliates for less than two years prior to the date of termination , continuation of the Base Salary for up to six ( 6 ) months from the date of termination , payable in six equal monthly installments in accordance with the Companys regular payroll practices , and reimbursement , up to a maximum of six ( 6 ) months , of the Company-paid portion of premium payments , as if Employee had remained an active employee , for any COBRA coverage Employee elects , if any ; or ( ii ) if Employee has been an employee of the Company or its affiliates for at least two years prior to the date of termination , an amount equal to continuation of the Base Salary for up to twelve ( 12 ) months from the date of termination , payable in twelve equal monthly installments in accordance with the Companys regular payroll practices , and reimbursement , up to a maximum of twelve ( 12 ) months , of the Company-paid portion of premium payments , as if Employee had remained an active employee , for any COBRA coverage Employee elects , if any .


(e) Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of the Employees termination of employment with the Company are subject to the Employees execution and delivery and non-revocation of the Release, (i)no such payments shall be made on or prior to the sixtieth (60th)day immediately following Employees date of termination (the Release Period), (ii)the Company shall deliver the Release to Employee no later than seven (7)days immediately following Employees date of termination, (iii)if, as of the Release Expiration Date, Employee has failed to execute the Release or has timely revoked his acceptance of the Release thereafter, Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (iv)if, as of the Release Expiration Date, Employee has executed the Release and has not revoked his acceptance of the Release thereafter, any such payments that are delayed pursuant to this Section8.06(e) shall be paid in a lump sum on the first regularly scheduled payroll date following the expiration of the Release Period, without interest. For purposes of this Section8.06(e), Release Expiration Date shall mean the date that is twenty- one (21)days following the date upon which the Company timely delivers the Release to Employee, or, in the event that Employees termination of employment is in connection with an exit incentive or other employment termination program (as such phrase is defined in the Age Discrimination in Employment Act of 1967 ), the date that is forty-five (45)days following such delivery date.

( e ) Notwithstanding anything to the contrary in this Agreement , to the extent that any payments due under this Agreement as a result of the Employees termination of employment with the Company are subject to the Employees execution and delivery and non-revocation of the Release , ( i ) no such payments shall be made on or prior to the sixtieth ( 60th ) day immediately following Employees date of termination ( the Release Period ) , ( ii ) the Company shall deliver the Release to Employee no later than seven ( 7 ) days immediately following Employees date of termination , ( iii ) if , as of the Release Expiration Date , Employee has failed to execute the Release or has timely revoked his acceptance of the Release thereafter , Employee shall not be entitled to any payments or benefits otherwise conditioned on the Release , and ( iv ) if , as of the Release Expiration Date , Employee has executed the Release and has not revoked his acceptance of the Release thereafter , any such payments that are delayed pursuant to this Section8 . 06 ( e ) shall be paid in a lump sum on the first regularly scheduled payroll date following the expiration of the Release Period , without interest . For purposes of this Section8 . 06 ( e ) , Release Expiration Date shall mean the date that is twenty - one ( 21 ) days following the date upon which the Company timely delivers the Release to Employee , or , in the event that Employees termination of employment is in connection with an exit incentive or other employment termination program ( as such phrase is defined in the Age Discrimination in Employment Act of 1967 ) , the date that is forty-five ( 45 ) days following such delivery date .


In exchange for the severance payments and benefits provided to me pursuant to Section7.05 and 7.06 (collectively, the Severance Benefits) of that certain Employment Agreement, dated as of [], by and among Funko, Inc. (Company) and Russell Nickel (the Employee) (the Employment Agreement), the Employee freely and voluntarily agrees to enter into and be bound by this Waiver and Release of Claims Agreement (this Release).

In exchange for the severance payments and benefits provided to me pursuant to Section7 . 05 and 7 . 06 ( collectively , the Severance Benefits ) of that certain Employment Agreement , dated as of [ ] , by and among Funko , Inc . ( Company ) and Russell Nickel ( the Employee ) ( the Employment Agreement ) , the Employee freely and voluntarily agrees to enter into and be bound by this Waiver and Release of Claims Agreement ( this Release ) .


1\. General Release. The Employee, on his own behalf and on behalf of his spouse, child or children (if any), heirs, personal representative, executors, administrators, successors, assigns and anyone else claiming through him (the Releasors), hereby releases and discharges forever Funko, Inc. , and its affiliates, and each of their respective past, present or future parent, affiliated, related, and subsidiary entities and each of their respective past, present or future directors, officers, employees, trustees, agents, attorneys, administrators, plans, plan administrators, insurers, equityholders, members, representatives, predecessors, successors and assigns, and all Persons acting by, through, under or in concert with them (hereinafter collectively referred to as the Released Parties), from and against all liabilities, claims, demands, liens, causes of action, charges, suits, complaints, grievances, contracts, agreements, promises, obligations, costs, losses, damages, injuries, attorneys fees and other legal responsibilities (collectively referred to as Claims), of any form whatsoever (whether or not relating to Employees employment with the Company), including, but not limited to, any claims in law, equity, contract or tort, claims under any policy, agreement, understanding or promise, written or oral, formal or informal, between the Employee and the Company or any of the other Released Parties, and any claims under the Civil Rights Act of 1866 , the Civil Rights Act of 1871 , the Civil Rights Act of 1964 , the Americans With Disabilities Act of 1990 , the Age Discrimination in Employment Act of 1967 ( ADEA ), the Sarbanes-Oxley Act of 2002 , the Securities Act of 1933 , the Securities Exchange Act of 1934 (the Exchange Act ), the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , the Family and Medical Leave Act of 1993 , the Genetic Information Nondiscrimination Act of 2008 , the Worker Adjustment and Retraining Notification Act of 1988 , the Delaware Discrimination in Employment Act , the Delaware Persons with Disabilities Employment Protection Act , the Delaware Whistleblowers Protection Act , the Delaware Wage Payment and Collection Act , the Delaware Fair Employment Practices Act , Delawares social media law, the Washington Industrial Welfare Act , the Washington Minimum Wage Act , the Washington Wage Payment Act , the Washington Wage Rebate Act , the Washington Law Against Discrimination and the Washington Leave Law, as each may have been amended from time to time, or any other federal, state or local statute, regulation, law, rule, ordinance or constitution, or common law, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that the Employee or any of the Releasors now possess or have a right to, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release, and without limiting the generality of the foregoing, from all claims, demands and causes of action based upon, relating to, or arising out of: (a)the Employment Agreement; (b)the Employees employment or other relationship with any of the Released Parties or the termination thereof; and (c)the Employees status as a holder of securities of any of the Released Parties. This Release includes, but is not

1 \ . General Release . The Employee , on his own behalf and on behalf of his spouse , child or children ( if any ) , heirs , personal representative , executors , administrators , successors , assigns and anyone else claiming through him ( the Releasors ) , hereby releases and discharges forever Funko , Inc . , and its affiliates , and each of their respective past , present or future parent , affiliated , related , and subsidiary entities and each of their respective past , present or future directors , officers , employees , trustees , agents , attorneys , administrators , plans , plan administrators , insurers , equityholders , members , representatives , predecessors , successors and assigns , and all Persons acting by , through , under or in concert with them ( hereinafter collectively referred to as the Released Parties ) , from and against all liabilities , claims , demands , liens , causes of action , charges , suits , complaints , grievances , contracts , agreements , promises , obligations , costs , losses , damages , injuries , attorneys fees and other legal responsibilities ( collectively referred to as Claims ) , of any form whatsoever ( whether or not relating to Employees employment with the Company ) , including , but not limited to , any claims in law , equity , contract or tort , claims under any policy , agreement , understanding or promise , written or oral , formal or informal , between the Employee and the Company or any of the other Released Parties , and any claims under the Civil Rights Act of 1866 , the Civil Rights Act of 1871 , the Civil Rights Act of 1964 , the Americans With Disabilities Act of 1990 , the Age Discrimination in Employment Act of 1967 ( ADEA ) , the Sarbanes-Oxley Act of 2002 , the Securities Act of 1933 , the Securities Exchange Act of 1934 ( the Exchange Act ) , the Employee Retirement Income Security Act of 1974 , the Rehabilitation Act of 1973 , the Family and Medical Leave Act of 1993 , the Genetic Information Nondiscrimination Act of 2008 , the Worker Adjustment and Retraining Notification Act of 1988 , the Delaware Discrimination in Employment Act , the Delaware Persons with Disabilities Employment Protection Act , the Delaware Whistleblowers Protection Act , the Delaware Wage Payment and Collection Act , the Delaware Fair Employment Practices Act , Delawares social media law , the Washington Industrial Welfare Act , the Washington Minimum Wage Act , the Washington Wage Payment Act , the Washington Wage Rebate Act , the Washington Law Against Discrimination and the Washington Leave Law , as each may have been amended from time to time , or any other federal , state or local statute , regulation , law , rule , ordinance or constitution , or common law , whether known or unknown , unforeseen , unanticipated , unsuspected or latent , that the Employee or any of the Releasors now possess or have a right to , or have at any time heretofore owned or held , or may at any time own or hold by reason of any matter or thing arising from any cause whatsoever prior to the date of execution of this Release , and without limiting the generality of the foregoing , from all claims , demands and causes of action based upon , relating to , or arising out of : ( a ) the Employment Agreement ; ( b ) the Employees employment or other relationship with any of the Released Parties or the termination thereof ; and ( c ) the Employees status as a holder of securities of any of the Released Parties . This Release includes , but is not


7\. ADEA Provisions. The Employee understands that this Release includes a release of claims arising under ADEA . The Employee acknowledges and agrees that he has had at least 21 days after the date of his receipt of this Release (such period, the Consideration Period) to review this Release and consider its terms before signing this Release and that the Consideration Period will not be affected or extended by any changes, whether material or immaterial, that might be made to this Release. The Employee further acknowledges and agrees that he understands that he may use as much or all of such 21-day period as he wishes before signing, and warrants that he has done so. The Employee may revoke and cancel this Release in writing at any time within seven days after his execution of this Release (such seven-day period, the Revocation Period) by providing notice of revocation to []. This Release shall not become effective and enforceable until after the expiration of the Revocation Period; after such time, if there has been no revocation, this Release shall immediately be fully effective and enforceable.

7 \ . ADEA Provisions . The Employee understands that this Release includes a release of claims arising under ADEA . The Employee acknowledges and agrees that he has had at least 21 days after the date of his receipt of this Release ( such period , the Consideration Period ) to review this Release and consider its terms before signing this Release and that the Consideration Period will not be affected or extended by any changes , whether material or immaterial , that might be made to this Release . The Employee further acknowledges and agrees that he understands that he may use as much or all of such 21-day period as he wishes before signing , and warrants that he has done so . The Employee may revoke and cancel this Release in writing at any time within seven days after his execution of this Release ( such seven-day period , the Revocation Period ) by providing notice of revocation to [ ] . This Release shall not become effective and enforceable until after the expiration of the Revocation Period ; after such time , if there has been no revocation , this Release shall immediately be fully effective and enforceable .


1.3Duties. During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Chief Operations Officer and Corporate Secretary . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority. The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer's bylaws. The Employer shall direct, control, and supervise the duties and work of the Founder.

1 . 3Duties . During the term of this Agreement , the Founder shall be employed by the Employer and shall serve as Chief Operations Officer and Corporate Secretary . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substantially consistent rank and authority . The Founder shall perform such duties appropriate for a founding officer of Employer as may be assigned to him from time to time by the Employer and as described in the Employer ' s bylaws . The Employer shall direct , control , and supervise the duties and work of the Founder .


5.1Term. Except as provided herein, the term of this Agreement shall be for a period of five (5) years commencing on the Effective Date and shall automatically renew for five (5) year periods for three consecutive terms unless terminated prior to the 90th day following the expiration of the applicable term. Notwithstanding the foregoing, this Agreement may otherwise be terminated pursuant to the terms hereof.

5 . 1Term . Except as provided herein , the term of this Agreement shall be for a period of five ( 5 ) years commencing on the Effective Date and shall automatically renew for five ( 5 ) year periods for three consecutive terms unless terminated prior to the 90th day following the expiration of the applicable term . Notwithstanding the foregoing , this Agreement may otherwise be terminated pursuant to the terms hereof .


1. Term. The Executive's employment hereunder shall be effective as of October 9, 2017 (the "Effective Date") and shall continue until the second anniversary thereof, unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such second anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a "Renewal Date"), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year , unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days' prior to the applicable Renewal Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the "Employment Term."

1 . Term . The Executive ' s employment hereunder shall be effective as of October 9 , 2017 ( the " Effective Date " ) and shall continue until the second anniversary thereof , unless terminated earlier pursuant to Section 5 of this Agreement ; provided that , on such second anniversary of the Effective Date and each annual anniversary thereafter ( such date and each annual anniversary thereof , a " Renewal Date " ) , the Agreement shall be deemed to be automatically extended , upon the same terms and conditions , for successive periods of one year , unless either party provides written notice of its intention not to extend the term of the Agreement at least 90 days ' prior to the applicable Renewal Date . The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the " Employment Term . "


2.2 Duties. During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive's duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board (which consent can be withheld by the Board in its discretion) act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization as long as such activities are disclosed in writing to the Company's Chief Financial Officer or Secretary, and (b) purchase or own less than five percent ( 5% ) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive's duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2 hereof.

2 . 2 Duties . During the Employment Term , the Executive shall devote substantially all of his business time and attention to the performance of the Executive ' s duties hereunder and will not engage in any other business , profession , or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board . Notwithstanding the foregoing , the Executive will be permitted to ( a ) with the prior written consent of the Board ( which consent can be withheld by the Board in its discretion ) act or serve as a director , trustee , committee member , or principal of any type of business , civic , or charitable organization as long as such activities are disclosed in writing to the Company ' s Chief Financial Officer or Secretary , and ( b ) purchase or own less than five percent ( 5 % ) of the publicly traded securities of any corporation ; provided that , such ownership represents a passive investment and that the Executive is not a controlling person of , or a member of a group that controls , such corporation ; provided further that , the activities described in clauses ( a ) and ( b ) do not interfere with the performance of the Executive ' s duties and responsibilities to the Company as provided hereunder , including , but not limited to , the obligations set forth in Section 2 hereof .


3. Place of Performance. The principal place of Executive's employment shall be the Company's principal executive office currently located in Cincinnati, Ohio ; provided that, the Executive may be required to travel on Company business during the Employment Term.

3 . Place of Performance . The principal place of Executive ' s employment shall be the Company ' s principal executive office currently located in Cincinnati , Ohio ; provided that , the Executive may be required to travel on Company business during the Employment Term .


the acquisition, directly or indirectly, of the Beneficial Ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 , as amended) of fifty percent (50%) or more of the outstanding voting securities of the Company by any Person, entity or group. This definition shall not apply to the purchase of by underwriters in connection with a public offering of securities of the Company, or the purchase of shares of up to twenty five percent (2 5% ) of any class of securities of the Company by a tax-qualified employee stock benefit plan. ---|--- Notwithstanding the foregoing, a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a substantial portion of the Company's assets under Section 409A.

the acquisition , directly or indirectly , of the Beneficial Ownership ( within the meaning of that term as it is used in Section 13 ( d ) of the Securities Exchange Act of 1934 , as amended ) of fifty percent ( 50 % ) or more of the outstanding voting securities of the Company by any Person , entity or group . This definition shall not apply to the purchase of by underwriters in connection with a public offering of securities of the Company , or the purchase of shares of up to twenty five percent ( 2 5 % ) of any class of securities of the Company by a tax-qualified employee stock benefit plan . - - - | - - - Notwithstanding the foregoing , a Change in Control shall not occur unless such transaction constitutes a change in the ownership of the Company , a change in effective control of the Company , or a change in the ownership of a substantial portion of the Company ' s assets under Section 409A .


3471 River Hills Drive


One East Fourth Street


MERIDIAN BIOSCIENCE, INC. ---|--- | | By: /s/ John Kraeutler | Name: John A. Kraeutler | Title: Chairman, CEO | EXECUTIVE | ---|--- | Signature: /s/ John P. Kenny | Print Name: John P. Kenny |

MERIDIAN BIOSCIENCE , INC . - - - | - - - | | By : / s / John Kraeutler | Name : John A . Kraeutler | Title : Chairman , CEO | EXECUTIVE | - - - | - - - | Signature : / s / John P . Kenny | Print Name : John P . Kenny |


2. Title, Duties and Responsibilities. While Executive is employed by the Company, Executive will serve as the President and Chief Operating Officer of OptiNose,Inc. and will report to the Chief Executive Officer of OptiNose,Inc. Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose,Inc. (the Board). While Executive is employed by the Company, Executive will devote Executives full business time, energy and skill to the performance of Executives duties and responsibilities hereunder; provided, however, that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities (as defined below), so long as such activities (i) do not prohibit or interfere with Executives performance of Executives duties under this Agreement, (ii) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and (iii)are approved in advance in writing by the Chief Executive Officer of OptiNose,Inc. and the Nominating and Corporate Governance Committee (which consent shall not be unreasonably withheld). For purposes of this Agreement, Outside Activities shall include the oversight of passive investments and activities involving professional, charitable, education, religious and other organizations (including membership on boards of for-profit and non-profit organizations). Executive shall, if requested by the Board, also serve as an officer or director of any affiliate of the Company for no additional compensation. Executives place of employment will be the Companys offices in Yardley, Pennsylvania.

2 . Title , Duties and Responsibilities . While Executive is employed by the Company , Executive will serve as the President and Chief Operating Officer of OptiNose , Inc . and will report to the Chief Executive Officer of OptiNose , Inc . Executive will have such duties and responsibilities that are commensurate with Executives position and such other duties and responsibilities as are from time to time assigned to Executive by Chief Executive Officer or the Board of Directors of the OptiNose , Inc . ( the Board ) . While Executive is employed by the Company , Executive will devote Executives full business time , energy and skill to the performance of Executives duties and responsibilities hereunder ; provided , however , that Executive will be permitted to devote a reasonable amount of time either during or after business hours to Outside Activities ( as defined below ) , so long as such activities ( i ) do not prohibit or interfere with Executives performance of Executives duties under this Agreement , ( ii ) do not conflict with the business of the Company or violate any of the provisions of Section8 herein and ( iii ) are approved in advance in writing by the Chief Executive Officer of OptiNose , Inc . and the Nominating and Corporate Governance Committee ( which consent shall not be unreasonably withheld ) . For purposes of this Agreement , Outside Activities shall include the oversight of passive investments and activities involving professional , charitable , education , religious and other organizations ( including membership on boards of for-profit and non-profit organizations ) . Executive shall , if requested by the Board , also serve as an officer or director of any affiliate of the Company for no additional compensation . Executives place of employment will be the Companys offices in Yardley , Pennsylvania .


3. Base Salary. While Executive is employed by the Company, the Company will pay Executive a base annual salary (the Base Salary) at the rate of $437,750 per year, paid in accordance with the usual payroll practices of the Company. Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board (the Compensation Committee) or the Board.

3 . Base Salary . While Executive is employed by the Company , the Company will pay Executive a base annual salary ( the Base Salary ) at the rate of $ 437 , 750 per year , paid in accordance with the usual payroll practices of the Company . Executives Base Salary shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee of the Board ( the Compensation Committee ) or the Board .


(a) Discretionary Bonus. Executive will be eligible to receive an annual target cash bonus of 50% Percentage× of Executives Base Salary (the Target Annual Bonus) (pro-rated for any portion of a year during which Executive is not employed by the Company) at the discretion of the Board or the Compensation Committee and contingent upon attainment of certain Company milestones and/or individual objectives as determined by the Board or the Compensation Committee. The actual annual bonus payable for any given year, if any, may be higher or lower than the Target Annual Bonus. Payment of such bonus is contingent upon continued employment with the Company at the time of payment unless otherwise specified herein or in the terms pursuant to which such bonus is granted. Executives Target Annual Bonus shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee or the Board.

( a ) Discretionary Bonus . Executive will be eligible to receive an annual target cash bonus of 50 % Percentage × of Executives Base Salary ( the Target Annual Bonus ) ( pro-rated for any portion of a year during which Executive is not employed by the Company ) at the discretion of the Board or the Compensation Committee and contingent upon attainment of certain Company milestones and / or individual objectives as determined by the Board or the Compensation Committee . The actual annual bonus payable for any given year , if any , may be higher or lower than the Target Annual Bonus . Payment of such bonus is contingent upon continued employment with the Company at the time of payment unless otherwise specified herein or in the terms pursuant to which such bonus is granted . Executives Target Annual Bonus shall be reviewed periodically for potential increases pursuant to Company review policies applicable to senior executives by the Compensation Committee or the Board .


of a reasonable accommodation as that term is defined in the American with Disabilities Act . If Executive suffers a Disability and the Disability continues for a continuous period of more than three months, then the Company shall have the right to terminate Executives employment upon written notice to Executive, at which time all of Executives rights to compensation and benefits under Sections 3, 4 and 5 herein or otherwise shall immediately terminate, except that Executive shall be entitled to the Accrued Benefits.

of a reasonable accommodation as that term is defined in the American with Disabilities Act . If Executive suffers a Disability and the Disability continues for a continuous period of more than three months , then the Company shall have the right to terminate Executives employment upon written notice to Executive , at which time all of Executives rights to compensation and benefits under Sections 3 , 4 and 5 herein or otherwise shall immediately terminate , except that Executive shall be entitled to the Accrued Benefits .


dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve (12) months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to assist Executive with costs of health coverage, which Executive may (but is not required to) obtain through an election to continue health care coverage under COBRA ; and

dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve ( 12 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for twelve ( 12 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to assist Executive with costs of health coverage , which Executive may ( but is not required to ) obtain through an election to continue health care coverage under COBRA ; and


disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information). The Company and Executive acknowledge that, notwithstanding anything to the contrary contained in this Agreement, pursuant to 18 USC 1833 (b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i)made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii)in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.

disclosure and cooperates at the Companys cost with the Company in seeking a protective order or other appropriate protection of such information ) . The Company and Executive acknowledge that , notwithstanding anything to the contrary contained in this Agreement , pursuant to 18 USC 1833 ( b ) , an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret : ( i ) made in confidence to a government official , either directly or indirectly , or to an attorney , solely for the purpose of reporting or investigating a suspected violation of law or ( ii ) in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal . The Company and Executive further acknowledge that an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his attorney and use the trade secret information in the court proceeding , so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order .


a. In consideration of the amounts to be paid by the Company pursuant to the Employment Agreement entered into on [Date], 2017, by and between the Company and Executive (the Employment Agreement), Executive, on behalf of himself and his heirs, executors, devisees, successors and assigns, knowingly and voluntarily releases, remises, and forever discharges the Company and its parents, subsidiaries or affiliates, together with each of their current and former principals, officers, directors, shareholders, agents, representatives and employees, and each of their heirs, executors, successors and assigns (collectively, the Releasees), from any and all debts, demands, actions, causes of action, accounts, covenants, contracts, agreements, claims, damages, omissions, promises, and any and all claims and liabilities whatsoever, of every name and nature, known or unknown, suspected or unsuspected, both in law and equity (Claims), which Executive ever had, now has, or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement (the General Release). This General Release of Claims shall apply to any Claim of any type, including, without limitation, any and all Claims of any type that Executive may have arising under the common law, under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964 , the Civil Rights Act of 1991 , the Older Workers Benefit Protection Act , the Americans With Disabilities Act of 1967 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act , the Employee Retirement Income Security Act of 1974 , the Sarbanes-Oxley Act of 2002 , each as amended, the Fair Credit Reporting Act , the Fair Credit Reporting Act , 15 U.S.C. 1681 , et seq., the Worker Adjustment and Retraining Notification Act , 29 U.S.C. 2101 , et seq., the Equal Pay Act of 1963 , claims for wrongful discharge in violation of public policy, claims under the Employment Discrimination Bureau (EDB) Pennsylvania, the Pennsylvania Family Leave Act , the Pennsylvania Workers Compensation Act , the Pennsylvania State Wage and Hour Law, the Pennsylvania Law on Equal Pay, the Pennsylvania Political Activities of Employees Law, the Pennsylvania Lie Detector Testing Law, the Pennsylvania Tobacco Use Law, the Pennsylvania Genetic Testing Law, the State of Pennsylvania Labor Relations Act , the Pennsylvania Human Rights Law, and the Pennsylvania Labor Law, claims for discrimination in violation of the Pennsylvania Human Relations Act , each as amended, and any other federal, state or local statutes, regulations, ordinances or common law, or under any policy, agreement, contract, understanding or promise, written or oral, formal or informal, between any of the Releasees and Executive and shall further apply, without limitation, to any and all Claims in connection with, related to or arising out of Executives employment relationship, or the termination of his employment, with the Company.

a . In consideration of the amounts to be paid by the Company pursuant to the Employment Agreement entered into on [ Date ] , 2017 , by and between the Company and Executive ( the Employment Agreement ) , Executive , on behalf of himself and his heirs , executors , devisees , successors and assigns , knowingly and voluntarily releases , remises , and forever discharges the Company and its parents , subsidiaries or affiliates , together with each of their current and former principals , officers , directors , shareholders , agents , representatives and employees , and each of their heirs , executors , successors and assigns ( collectively , the Releasees ) , from any and all debts , demands , actions , causes of action , accounts , covenants , contracts , agreements , claims , damages , omissions , promises , and any and all claims and liabilities whatsoever , of every name and nature , known or unknown , suspected or unsuspected , both in law and equity ( Claims ) , which Executive ever had , now has , or may hereafter claim to have against the Releasees by reason of any matter or cause whatsoever arising from the beginning of time to the time he signs this Agreement ( the General Release ) . This General Release of Claims shall apply to any Claim of any type , including , without limitation , any and all Claims of any type that Executive may have arising under the common law , under the National Labor Relations Act , Title VII of the Civil Rights Act of 1964 , the Civil Rights Act of 1991 , the Older Workers Benefit Protection Act , the Americans With Disabilities Act of 1967 , the Family and Medical Leave Act of 1993 , the Fair Labor Standards Act , the Employee Retirement Income Security Act of 1974 , the Sarbanes-Oxley Act of 2002 , each as amended , the Fair Credit Reporting Act , the Fair Credit Reporting Act , 15 U . S . C . 1681 , et seq . , the Worker Adjustment and Retraining Notification Act , 29 U . S . C . 2101 , et seq . , the Equal Pay Act of 1963 , claims for wrongful discharge in violation of public policy , claims under the Employment Discrimination Bureau ( EDB ) Pennsylvania , the Pennsylvania Family Leave Act , the Pennsylvania Workers Compensation Act , the Pennsylvania State Wage and Hour Law , the Pennsylvania Law on Equal Pay , the Pennsylvania Political Activities of Employees Law , the Pennsylvania Lie Detector Testing Law , the Pennsylvania Tobacco Use Law , the Pennsylvania Genetic Testing Law , the State of Pennsylvania Labor Relations Act , the Pennsylvania Human Rights Law , and the Pennsylvania Labor Law , claims for discrimination in violation of the Pennsylvania Human Relations Act , each as amended , and any other federal , state or local statutes , regulations , ordinances or common law , or under any policy , agreement , contract , understanding or promise , written or oral , formal or informal , between any of the Releasees and Executive and shall further apply , without limitation , to any and all Claims in connection with , related to or arising out of Executives employment relationship , or the termination of his employment , with the Company .


c. In consideration of the promises of the Company set forth in the Employment Agreement, Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967 , as amended, and the applicable rulesand regulations promulgated thereunder ( ADEA ). Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment, benefits and benefit plans. Executive also understands that, by signing this Agreement, he is waiving all Claims against any and all of the Releasees.

c . In consideration of the promises of the Company set forth in the Employment Agreement , Executive hereby releases and discharges the Releasees from any and all Claims that Executive may have against the Releasees arising under the Age Discrimination Employment Act of 1967 , as amended , and the applicable rulesand regulations promulgated thereunder ( ADEA ) . Executive acknowledges that he understands that the ADEA is a federal statute that prohibits discrimination on the basis of age in employment , benefits and benefit plans . Executive also understands that , by signing this Agreement , he is waiving all Claims against any and all of the Releasees .


This Executive Employment Agreement (this Agreement) is made and entered into this 20th day of October, 2017 (the Effective Date) by and between Spero Therapeutics, Inc. , a Delaware corporation (Company), and Joel Sendek (Executive).

This Executive Employment Agreement ( this Agreement ) is made and entered into this 20th day of October , 2017 ( the Effective Date ) by and between Spero Therapeutics , Inc . , a Delaware corporation ( Company ) , and Joel Sendek ( Executive ) .


WHEREAS, Executive is currently employed by Company as its Chief Financial Officer , pursuant to the terms of that certain offer letter dated April21, 2017 (the Offer Letter);

WHEREAS , Executive is currently employed by Company as its Chief Financial Officer , pursuant to the terms of that certain offer letter dated April21 , 2017 ( the Offer Letter ) ;


(b) Annual Performance Bonus. Executive shall be eligible to receive an annual cash bonus (the Annual Performance Bonus), with the target amount of such Annual Performance Bonus equal to thirty percent ( 30% )of Executives Base Salary in the year to which the Annual Performance Bonus relates; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount. The Annual Performance Bonus will be pro rated during Executives first year of employment in accordance with the number of work days during the fiscal year for which he was employed by the Company per the Companys general employment practices. The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion, and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned. Except as provided in Section4, Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for, and to be deemed as having earned, such Annual Performance Bonus. Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates.

( b ) Annual Performance Bonus . Executive shall be eligible to receive an annual cash bonus ( the Annual Performance Bonus ) , with the target amount of such Annual Performance Bonus equal to thirty percent ( 30 % ) of Executives Base Salary in the year to which the Annual Performance Bonus relates ; provided that the actual amount of the Annual Performance Bonus may be greater or less than such target amount . The Annual Performance Bonus will be pro rated during Executives first year of employment in accordance with the number of work days during the fiscal year for which he was employed by the Company per the Companys general employment practices . The amount of the Annual Performance Bonus shall be determined by the Board of Directors or an appropriate committee thereof in its sole discretion , and shall be paid to Executive no later than March15th of the calendar year immediately following the calendar year in which it was earned . Except as provided in Section4 , Executive must be employed by Company on the last day of the applicable fiscal year to which the Annual Performance Bonus relates in order to be eligible for , and to be deemed as having earned , such Annual Performance Bonus . Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates .


(iii) Benefits Payments. Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ), Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executives termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment (the COBRA Payment), until the earlier to occur of: (i)twelve (12)months following Executives termination date, or (ii)the date Executive becomes eligible for medical benefits with another employer. Notwithstanding the foregoing, if Executives COBRA Payment would cause the applicable group health plan to be discriminatory and, therefore, result in adverse tax consequences to Executive, Company shall, in lieu of the COBRA Payment, provide Executive with an equivalent monthly cash payment, minus deduction of all amounts required to be deducted or withheld under applicable law, for any period of time Executive is eligible to receive the COBRA Payment. Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion.

( iii ) Benefits Payments . Upon completion of appropriate forms and subject to applicable terms and conditions under the Consolidated Omnibus Budget Reconciliation Act of 1985 , as amended ( COBRA ) , Company shall continue to provide Executive medical insurance coverage to the same extent that such insurance continues to be provided to similarly situated executives at the time of Executives termination with the cost of the regular premium for such benefits shared in the same relative proportion by Company and Executive as in effect on the last day of employment ( the COBRA Payment ) , until the earlier to occur of : ( i ) twelve ( 12 ) months following Executives termination date , or ( ii ) the date Executive becomes eligible for medical benefits with another employer . Notwithstanding the foregoing , if Executives COBRA Payment would cause the applicable group health plan to be discriminatory and , therefore , result in adverse tax consequences to Executive , Company shall , in lieu of the COBRA Payment , provide Executive with an equivalent monthly cash payment , minus deduction of all amounts required to be deducted or withheld under applicable law , for any period of time Executive is eligible to receive the COBRA Payment . Executive shall bear full responsibility for applying for COBRA continuation coverage and Company shall have no obligation to provide Executive such coverage if Executive fails to elect COBRA benefits in a timely fashion .


(ii) Equity Acceleration. (A)All of Executives unvested equity awards will accelerate and vest immediately on the date of termination of Executives employment if such employment commenced at least twenty-four (24)months prior to a Change of Control, (B) 50% of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twenty-four (24)months but at least twelve (12)months prior to a Change of Control, and (C) 25% of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twelve (12)months prior to a Change of Control.

( ii ) Equity Acceleration . ( A ) All of Executives unvested equity awards will accelerate and vest immediately on the date of termination of Executives employment if such employment commenced at least twenty-four ( 24 ) months prior to a Change of Control , ( B ) 50 % of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twenty-four ( 24 ) months but at least twelve ( 12 ) months prior to a Change of Control , and ( C ) 25 % of Executives unvested equity awards will vest immediately on the date of termination of Executives employment if such employment commenced fewer than twelve ( 12 ) months prior to a Change of Control .


(i) Any termination of Executives employment triggering payment of benefits under Section4 must constitute a separation from service under Section409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of Executives employment does not constitute a separation of service under Section

( i ) Any termination of Executives employment triggering payment of benefits under Section4 must constitute a separation from service under Section409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) before distribution of such benefits can commence . To the extent that the termination of Executives employment does not constitute a separation of service under Section


409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executives employment terminates), any such payments under Section4 that constitute deferred compensation under Section409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. Reg. 1.409A-1(h) . For purposes of clarification, this Section8(a) shall not cause any forfeiture of benefits on Executives part, but shall only act as a delay until such time as a separation from service occurs.

409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) ( as the result of further services that are reasonably anticipated to be provided by Executive to Company at the time Executives employment terminates ) , any such payments under Section4 that constitute deferred compensation under Section409A shall be delayed until after the date of a subsequent event constituting a separation of service under Section409A ( a ) ( 2 ) ( A ) ( i ) of the Code and Treas . Reg . 1 . 409A-1 ( h ) . For purposes of clarification , this Section8 ( a ) shall not cause any forfeiture of benefits on Executives part , but shall only act as a delay until such time as a separation from service occurs .


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ), continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine (9)months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Internal Revenue Code of 1986, as amended (the Code), or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine (9)months, which amount shall be paid in a lump sum at the same time payments under Section5(e)(i)commence and is intended to

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under the Consolidated Omnibus Reconciliation Act of 1985 ( COBRA ) , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for nine ( 9 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Internal Revenue Code of 1986 , as amended ( the Code ) , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive an amount equal to the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an election under COBRA for nine ( 9 ) months , which amount shall be paid in a lump sum at the same time payments under Section5 ( e ) ( i ) commence and is intended to


(ii) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA , continued participation by Executive and Executives eligible dependents in the standard group medical, dental and vision plans of the Company as in effect from time to time, on substantially the same terms and conditions as such benefits are provided to employees during the applicable period, and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve (12) months or, if earlier, until the date Executive is no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject Executive to taxation under Section105(h)of the Code, or otherwise violate any healthcare law or regulation, then, in lieu of reimbursing Executive, the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an

( ii ) provided Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA , continued participation by Executive and Executives eligible dependents in the standard group medical , dental and vision plans of the Company as in effect from time to time , on substantially the same terms and conditions as such benefits are provided to employees during the applicable period , and reimbursement by the Company of the monthly COBRA premium paid by Executive for him and his eligible dependents for twelve ( 12 ) months or , if earlier , until the date Executive is no longer eligible to receive COBRA continuation coverage ; provided , however , in the event the Company determines that such provisions would subject Executive to taxation under Section105 ( h ) of the Code , or otherwise violate any healthcare law or regulation , then , in lieu of reimbursing Executive , the Company shall pay to Executive the amount Executive would be required to pay for continuation of group health coverage for Executive and his eligible dependents through an


(b) Each payment under this Agreement, including each installment payment, shall be considered a separate and distinct payment. For purposes of this Agreement, each payment is intended to be excepted from Section409A to the maximum extent provided as follows: (i)each payment made within the applicable 2 month period specified in Treas. Reg. 1.409A-1(b)(4)is intended to be excepted under the short-term deferral exception; (ii)post- termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas. Reg. 1.409A-1(b) (9) (v)(B); and (iii)to the extent payments are made as a result of an involuntary separation, each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas. Reg. 1.409A-1(b)(9)(iii). With respect to payments subject to Section409A (and not excepted therefrom), if any, it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required

( b ) Each payment under this Agreement , including each installment payment , shall be considered a separate and distinct payment . For purposes of this Agreement , each payment is intended to be excepted from Section409A to the maximum extent provided as follows : ( i ) each payment made within the applicable 2 month period specified in Treas . Reg . 1 . 409A-1 ( b ) ( 4 ) is intended to be excepted under the short-term deferral exception ; ( ii ) post - termination medical benefits are intended to be excepted under the medical benefits exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( v ) ( B ) ; and ( iii ) to the extent payments are made as a result of an involuntary separation , each payment that is not otherwise excepted under the short-term deferral exception or medical benefits exception is intended to be excepted under the involuntary pay exception as specified in Treas . Reg . 1 . 409A-1 ( b ) ( 9 ) ( iii ) . With respect to payments subject to Section409A ( and not excepted therefrom ) , if any , it is intended that each payment is paid on a permissible distribution event and at a specified time consistent with Section409A . Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required


/s/ Thomas E. Gibbs


WHEREAS, the Executive desires to be employed by the Company as Chief Executive Officer and to perform and to serve the Company on the terms and conditions hereinafter set forth.

WHEREAS , the Executive desires to be employed by the Company as Chief Executive Officer and to perform and to serve the Company on the terms and conditions hereinafter set forth .


2.3. Initial Stock Option Grant and Equity Purchase Opportunity. As soon as practicable following the Commencement Date, (i)Holdings shall grant to the Executive an option to purchase 92,500 shares of common stock of Holdings, pursuant to the terms and conditions set forth in an option agreement between Holdings and the Executive, with such option agreement to be substantially in the form attached hereto as ExhibitA, (ii)Executive shall purchase common stock of Holdings with an aggregate purchase price of $500,000 pursuant to a subscription agreement substantially in the form attached hereto as ExhibitB, one half of the purchase price of which will be financed from the proceeds of the loan extended pursuant to the loan agreement substantially in the form attached hereto as ExhibitC.

2 . 3 . Initial Stock Option Grant and Equity Purchase Opportunity . As soon as practicable following the Commencement Date , ( i ) Holdings shall grant to the Executive an option to purchase 92 , 500 shares of common stock of Holdings , pursuant to the terms and conditions set forth in an option agreement between Holdings and the Executive , with such option agreement to be substantially in the form attached hereto as ExhibitA , ( ii ) Executive shall purchase common stock of Holdings with an aggregate purchase price of $ 500 , 000 pursuant to a subscription agreement substantially in the form attached hereto as ExhibitB , one half of the purchase price of which will be financed from the proceeds of the loan extended pursuant to the loan agreement substantially in the form attached hereto as ExhibitC .


Ronald Keating , at his principal office and e-mail address at the Company (during the Employment Period), and at all times to his principal residence as reflected in the records of the Company.

Ronald Keating , at his principal office and e-mail address at the Company ( during the Employment Period ) , and at all times to his principal residence as reflected in the records of the Company .


8.11. General Interpretive Principles. The name assigned this Employment Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to include, includes and including shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations. Any reference to a Sectionof the Internal Revenue Code of 1986 , as amended, shall be deemed to include any successor to such Section.

8 . 11 . General Interpretive Principles . The name assigned this Employment Agreement and headings of the sections , paragraphs , subparagraphs , clauses and subclauses of this Employment Agreement are for convenience of reference only and shall not in any way affect the meaning or interpretation of any of the provisions hereof . Words of inclusion shall not be construed as terms of limitation herein , so that references to include , includes and including shall not be limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations . Any reference to a Sectionof the Internal Revenue Code of 1986 , as amended , shall be deemed to include any successor to such Section .


1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of September8, 2014 (the Employment Agreement), to which Ronald Keating (the Executive) and Evoqua Water Technologies LLC , a Delaware limited liability company (the Company) (each of the Executive and the Company, a Party and collectively, the Parties) are parties, the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Holdings (as defined in the Employment Agreement), the Company and each of its and their subsidiaries and affiliates (the Company Affiliated Group), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the Company Released Parties), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executives employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, including claims (i)for severance or vacation benefits, unpaid wages, salary or incentive payments, (ii)for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iii)for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv)for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (Title VII), the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities A ct ( ADA ), the Employee Retirement Income Security Act of 1974 , as amended (ERISA), the New York Human Rights Law, the New York Executive Law, the New York Labor Law, all New York State Wage and Hour Laws, the New York Worker Adjustment and Retraining Notification Act , all New York leave laws, the New York Constitution, and any other similar or analogous federal, state or local statute, excepting only:

1 . In consideration of the payments and benefits to be made under the Employment Agreement , dated as of September8 , 2014 ( the Employment Agreement ) , to which Ronald Keating ( the Executive ) and Evoqua Water Technologies LLC , a Delaware limited liability company ( the Company ) ( each of the Executive and the Company , a Party and collectively , the Parties ) are parties , the sufficiency of which the Executive acknowledges , the Executive , with the intention of binding himself and his heirs , executors , administrators and assigns , does hereby release , remise , acquit and forever discharge Holdings ( as defined in the Employment Agreement ) , the Company and each of its and their subsidiaries and affiliates ( the Company Affiliated Group ) , their present and former officers , directors , executives , shareholders , agents , attorneys , employees and employee benefit plans ( and the fiduciaries thereof ) , and the successors , predecessors and assigns of each of the foregoing ( collectively , the Company Released Parties ) , of and from any and all claims , actions , causes of action , complaints , charges , demands , rights , damages , debts , sums of money , accounts , financial obligations , suits , expenses , attorneys fees and liabilities of whatever kind or nature in law , equity or otherwise , whether accrued , absolute , contingent , unliquidated or otherwise and whether now known or unknown , suspected or unsuspected , which the Executive , individually or as a member of a class , now has , owns or holds , or has at any time heretofore had , owned or held , arising on or prior to the date hereof , against any Company Released Party that arises out of , or relates to , the Employment Agreement , the Executives employment with the Company or any of its subsidiaries and affiliates , or any termination of such employment , including claims ( i ) for severance or vacation benefits , unpaid wages , salary or incentive payments , ( ii ) for breach of contract , wrongful discharge , impairment of economic opportunity , defamation , intentional infliction of emotional harm or other tort , ( iii ) for any violation of applicable state and local labor and employment laws ( including , without limitation , all laws concerning unlawful and unfair labor and employment practices ) and ( iv ) for employment discrimination under any applicable federal , state or local statute , provision , order or regulation , and including , without limitation , any claim under Title VII of the Civil Rights Act of 1964 ( Title VII ) , the Civil Rights Act of 1988 , the Fair Labor Standards Act , the Americans with Disabilities A ct ( ADA ) , the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , the New York Human Rights Law , the New York Executive Law , the New York Labor Law , all New York State Wage and Hour Laws , the New York Worker Adjustment and Retraining Notification Act , all New York leave laws , the New York Constitution , and any other similar or analogous federal , state or local statute , excepting only :


1\. Position and Duties. The Executive shall serve as the Chief Financial Officer of the Company, shall report to the Chief Executive Officer and shall have responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company (including any committee of the Board of Directors, the Board), commensurate with the customary scope and authority of a Chief Financial Officer . The Executive shall devote the Executives full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may engage in religious, charitable or other community activities as long as such activities are disclosed to the Board and do not interfere with the Executives performance of the Executives duties to the Company. Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, the Executive may continue to perform such Board-approved outside professional activities as are set forth on Exhibit B attached hereto. Executive represents that Exhibit B attached hereto is a comprehensive list of all outside professional activities with which Executive is currently involved.

1 \ . Position and Duties . The Executive shall serve as the Chief Financial Officer of the Company , shall report to the Chief Executive Officer and shall have responsibilities and duties as may from time to time be prescribed by the Board of Directors of the Company ( including any committee of the Board of Directors , the Board ) , commensurate with the customary scope and authority of a Chief Financial Officer . The Executive shall devote the Executives full working time and efforts to the business and affairs of the Company . Notwithstanding the foregoing , the Executive may engage in religious , charitable or other community activities as long as such activities are disclosed to the Board and do not interfere with the Executives performance of the Executives duties to the Company . Notwithstanding the foregoing or anything else contained in this Agreement to the contrary , the Executive may continue to perform such Board-approved outside professional activities as are set forth on Exhibit B attached hereto . Executive represents that Exhibit B attached hereto is a comprehensive list of all outside professional activities with which Executive is currently involved .


(iii) the amounts payable under this Section4(b) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section1.409A-2(b)(2) .

( iii ) the amounts payable under this Section4 ( b ) shall be paid or commence to be paid within 60 days after the Date of Termination ; provided , however , that if the 60-day period begins in one calendar year and ends in a second calendar year , such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period ; provided , further , that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination . Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section1 . 409A-2 ( b ) ( 2 ) .


than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section280G of the Code: (1)cash payments not subject to Section409A of the Code; (2)cash payments subject to Section409A of the Code; (3)equity-based payments and acceleration; and (4)non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. 1.280G-1 , Q &A-24(b) or (c)shall be reduced before any amounts that are subject to calculation under Treas. Reg. 1.280G-1 , Q &A-24(b) or (c).

than the Executive would receive if the Aggregate Payments were not subject to such reduction . In such event , the Aggregate Payments shall be reduced in the following order , in each case , in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section280G of the Code : ( 1 ) cash payments not subject to Section409A of the Code ; ( 2 ) cash payments subject to Section409A of the Code ; ( 3 ) equity-based payments and acceleration ; and ( 4 ) non-cash forms of benefits ; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas . Reg . 1 . 280G-1 , Q & amp ; A-24 ( b ) or ( c ) shall be reduced before any amounts that are subject to calculation under Treas . Reg . 1 . 280G-1 , Q & amp ; A-24 ( b ) or ( c ) .


(i) any person, as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended (the Act), any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all affiliates and associates (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the beneficial owner (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 50 percent or more of the combined voting power of the Companys then outstanding securities having the right to vote in an election of the Board (Voting Securities) (in such case other than as a result of an acquisition of securities directly from the Company); or

( i ) any person , as such term is used in Sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ( the Act ) , any of its subsidiaries , or any trustee , fiduciary or other person or entity holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries ) , together with all affiliates and associates ( as such terms are defined in Rule 12b-2 under the Act ) of such person , shall become the beneficial owner ( as such term is defined in Rule 13d-3 under the Act ) , directly or indirectly , of securities of the Company representing 50 percent or more of the combined voting power of the Companys then outstanding securities having the right to vote in an election of the Board ( Voting Securities ) ( in such case other than as a result of an acquisition of securities directly from the Company ) ; or


(f) Defend Trade Secrets Act of 2016 . The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016 , the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a)is made (i)in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii)solely for the purpose of reporting or investigating a suspected violation of law; or (b)is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

( f ) Defend Trade Secrets Act of 2016 . The Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016 , the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that ( a ) is made ( i ) in confidence to a federal , state , or local government official , either directly or indirectly , or to an attorney ; and ( ii ) solely for the purpose of reporting or investigating a suspected violation of law ; or ( b ) is made in a complaint or other document filed in a lawsuit or other proceeding , if such filing is made under seal .


19\. Governing Law. This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of Massachusetts , without giving effect to the conflict of laws principles of such State.

19 \ . Governing Law . This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of Massachusetts , without giving effect to the conflict of laws principles of such State .


It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section422 of the Internal Revenue Code of 1986 , as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section422 of the Internal Revenue Code of 1986 , as amended , and any regulations promulgated thereunder ( the Code ) . Except as otherwise indicated by the context , the term Participant , as used in this option , shall be deemed to include any person who acquires the right to exercise this option validly under its terms .