Employee acknowledges and agrees that the consideration described in this
Section 2 represents the entirety of the amounts Employee is eligible to receive as severance pay and benefits from the Company or any other Company Affiliate (as defined below) and that Employee has no entitlement to any
further severance pay or benefits, and Employee was not entitled to receive the Separation Payment but for Employees entry into this Agreement and satisfaction of the terms herein.
3. Complete Release of Claims.
(a) In exchange for the consideration received by Employee herein, which consideration Employee was not entitled to but for Employees
entry into this Agreement, Employee hereby releases, discharges and forever acquits the Company and its Affiliates (as defined below) and subsidiaries, and each of the foregoing entities respective past, present and future members, partners
(including general partners and limited partners), directors, trustees, officers, managers, employees, agents, attorneys, heirs, legal representatives, insurers, benefit plans (and their fiduciaries, administrators and trustees), and the successors
and assigns of the foregoing, in their personal and representative capacities (collectively, the Company Parties), from liability for, and hereby waives, any and all claims, damages, or causes of action of any kind related
to Employees ownership of any interest in any Company Party, Employees employment with any Company Party, the termination of such employment, and any other acts or omissions related to any matter occurring on or prior to the date that
Employee executes this Agreement, including (i) any alleged violation through such date of: (A) any federal, state or local anti-discrimination law or anti-retaliation law, regulation or ordinance including Title VII of the Civil Rights
Act of 1964, as amended, the Civil Rights Act of 1991, Sections 1981 through 1988 of Title 42 of the United States Code, as amended and the Americans with Disabilities Act of 1990, as amended; (B) the Employee Retirement Income Security Act of
1974 (ERISA); (C) the Immigration Reform Control Act, as amended; (D) the National Labor Relations Act, as amended; (E) the Occupational Safety and Health Act, as amended; (F) any federal, state or local wage
and hour law; (G) the Age Discrimination in Employment Act of 1967 (including as amended by the Older Workers Benefit Protection Act); (H) any other local, state or federal law, regulation or ordinance; or (I) any public policy, contract,
tort, or common law claim; (ii) any allegation for costs, fees, or other expenses including attorneys fees incurred in or with respect to a Released Claim; (iii) any and all rights, benefits or claims Employee may have under any
employment contract, severance plan, incentive compensation plan, or equity based plan with any Company Party (including any award agreement) or to any ownership interest in any Company Party; and (iv) any claim for compensation or benefits of
any kind not expressly set forth in this Agreement (collectively, the Released Claims). This Agreement is not intended to indicate that any such claims exist or that, if they do exist, they are meritorious. Rather, Employee
is simply agreeing that, in exchange for any consideration received by him pursuant to Section 2, any and all potential claims of this nature that Employee may have against the Company Parties, regardless of whether they
actually exist, are expressly settled, compromised and waived. Notwithstanding the foregoing, the Released Claims do not include (I) any rights to indemnification, advancement of expenses incurred in connection with the same, or directors
and officers liability insurance coverage that Employee has under South Dakota law, the charter, bylaws, other organizational documents and insurance policies of any Company Party or any agreement with any Company Party; and (II) any
rights to enforce the terms of this Agreement, including those in Section 2 of this Agreement. In addition, the Company hereby releases, discharges and forever acquits Employee from liability for, and hereby waives, any and
all claims, damages, or causes of action of any kind related to Employees prior service relationship and performance of his duties with the Company. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS
OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(b) Notwithstanding this release of liability,
nothing in this Agreement prevents Employee from filing any non-legally waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment Opportunity Commission
(EEOC) or comparable state or local agency or participating in (or cooperating with) any investigation or proceeding conducted by the EEOC or comparable state or local agency or cooperating in any such investigation or
proceeding; however, Employee understands and agrees that Employee is waiving any and all rights to recover any monetary or personal relief or recovery from a Company Party as a result of such EEOC or comparable state or local agency or proceeding
or subsequent legal actions. Further, nothing in this Agreement prohibits or restricts Employee from filing a charge or complaint with, or cooperating in any investigation with, the Securities and Exchange Commission, the Financial Industry
Regulatory Authority, or any other securities regulatory agency or authority (each, a Government Agency). This Agreement does not limit Employees right to receive an award for information provided to a Government
Agency. Further, in no event shall the Released Claims include (i) any claim which arises after the date that this Agreement is executed by Employee or (ii) any claim to vested benefits under an employee benefit plan that is subject to
ERISA and that cannot be waived pursuant to ERISA.
(c) For purposes of this Agreement, Affiliate shall mean,
with respect to any Person (as defined below), any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where control shall have the meaning given such term under Rule 405 of the
Securities Act of 1933, as amended from time to time. For purposes of this Agreement, Person shall mean any individual, natural person, corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company, or joint stock company), incorporated or unincorporated
association, governmental authority, firm, society or other enterprise, organization, or other entity of any nature.
2