Transaction Bonus Agreement, dated as of June 19, 2018, between the Company and Jonathan Olefson

a.

Notwithstanding any other provision of this letter agreement, in the event that any payment or benefit received or to be received by you (including any payment or benefit received in connection with a termination of your employment, whether pursuant to the terms of this letter agreement or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986 (the “Code” and such excise tax, the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, any cash payments to you shall first be reduced (with any payments that are exempt from Code Section 409A being reduced first), and any noncash payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions

and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

b.

All determinations regarding the application of this Section 3 shall be made by an accounting firm or consulting group with nationally recognized standing selected by the Company prior to the date of the applicable change in control (the “280G Firm”).  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G(b) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of the 280G Firm, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of 280G Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the “base amount” (as defined in Code Section 280G(b)(3)) allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the 280G Firm in accordance with the principles of Code Sections 280G(d)(3) and (4).

1.

Release and Waiver. As a condition to the effectiveness of the terms of that certain letter agreement dated May 15, 2015, by and between the Company and Executive (the “letter agreement”) and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive, on [his/her] own behalf and on behalf of [his/her] heirs, family members, executors, agents, and assigns, hereby forever fully and irrevocably releases, waives, and discharges each of the Company and its affiliates, and any of their respective parents, subsidiaries, affiliates and/or successors (together with their respective current and former heirs, assigns, agents, directors, officers, employees, consultants, contractors, agents, stockholders and representatives of such entities, and all persons acting by, through, under or in concert with them, or any of them, the “Released Parties”) from any and all manner of action or actions, cause or causes of action, in law or in equity, suits, debts, liens, contracts, agreements, promises, liability, claims, demands, damages, losses, costs, attorneys’ fees or expenses, of any nature whatsoever, known or unknown, fixed or contingent (hereinafter called “Claims”), which [he/she] now has or may hereafter have against the Released Parties, or any of them, by reason of any matter, cause, or thing whatsoever from the beginning of time to the date hereof. The Claims released hereunder include, without limiting the generality of the foregoing, any Claims in any way arising out of, based upon, or related to Executive’s employment or termination of employment with the Released Parties, or any of them, any alleged breach of any express or implied contract of employment, breach of implied covenant of good faith and fair dealing, breach of public policy, libel, slander, defamation, breach of privacy, wrongful discharge/termination, infliction of emotional distress, or any alleged torts or other alleged legal restrictions on any Released Party’s right to terminate Executive’s employment, and any alleged violation of any federal, state or local statute or ordinance including, without limitation, Title VII of the Civil Rights Act of 1964 and the Americans With Disabilities Act. Notwithstanding the foregoing, this Release shall not extend to (i) any rights to receive payment of the Bonus in accordance with the letter agreement, (ii) any rights to accrued or vested compensation or benefits Executive may have, if any, under any applicable plan, policy, program, arrangement or agreement of any Releasees, (iii) any rights Executive may have under the Merger Agreement (as defined in the letter agreement), (iv) any rights arising under any contract in writing between Executive and any Releasees existing as of and/or in connection with, and continuing in effect after, the Closing Date (as defined in the letter agreement), unless such contracts were required to be terminated pursuant to the terms of the Merger Agreement, including, without limiting the foregoing, any employment or severance arrangement or (v) to any claims that cannot be waived as a matter of law or Executive’s rights to communicate directly with, cooperate with, or provide information to, any federal, state or local government regulator.

2.

No Actions. Executive irrevocably agrees to refrain from directly or indirectly asserting any claim or demand or commencing (or causing to be commenced) any suit, action, or proceeding of any kind, in any court or before any tribunal, against any Released Party based upon any Claim. Executive agrees that if [he/she] hereafter commences any suit arising out of, based upon, or relating to any of the Claims released hereunder or in any manner asserts against the Released Parties, or any of them, any of the Claims released hereunder, then [he/she] will pay to the Released Parties, and each of them, in addition to any other damages caused to the Released Parties thereby, all attorneys’ fees incurred by the Released Parties in defending or otherwise responding to said suit or Claim. Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Released Parties, or any of them, who have consistently taken the position that they have no liability whatsoever to Executive.

3.

Representations and Warranties. Executive represents and warrants that there has been no assignment or other transfer of any interest in any Claim which [he/she] may have against the Released Parties, or any of them, and Executive agrees to indemnify and hold the Released Parties, and each of them, harmless from any liability, Claims, demands, damages, costs, expenses and attorneys’ fees incurred by Released Parties, or any of them, as the result of any such assignment or transfer or any rights or Claims under any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Released Parties against Executive under this indemnity.

4.

Liability. Executive further understands and agrees that neither the payment of any sum of money nor the execution of this Release shall constitute or be construed as an admission of any liability whatsoever by the Released Parties, or any of them.

5.

Severability. The provisions of this Release are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

6.

Governing Law. This Release shall in all respects be governed and construed in accordance with the laws of the State of Connecticut, including all matters of construction, validity and performance, without regard to conflicts of law principles.