1.

Separation Date. Employee’s effective date of separation from employment with the Company and, as may be applicable, any of its subsidiaries, will be June 5, 2026 (the “Separation Date”). Employee will be separated without cause, as of the Separation Date, from any and all of her positions as an officer and employee of the Company and each of its subsidiaries, and Employee further agrees to execute and deliver any documents reasonably necessary to effectuate such resignations, provided nothing in any such document is inconsistent with any terms set forth in this Agreement. As of the Separation Date, all salary payments from the Company will cease and any benefits Employee had as of such date under Company-provided benefit plans, programs, or practices will terminate, except as required by applicable law or as otherwise specifically set forth in this Agreement or the Consulting Agreement.

2.

Severance Benefits; Equity Plans; Consulting Agreement.

(a)

In return for Employee’s timely signing and not revoking this Agreement as set forth below, and subject to Employee’s compliance with all terms hereof, (i) the Company shall continue to pay Employee, in accordance with the Company’s regularly established payroll procedure, Employee’s Base Salary for a period of six (6) months, with the first payment being made on the first regular payroll following the Agreement Effective Date (defined below); and (ii) provided Employee timely elects continued coverage under the Company’s health and welfare plans pursuant to COBRA, the Company shall pay or reimburse Employee premiums for the six (6) months of such coverage on terms no less favorable than those terms in effect as of the Agreement Effective Date (provided that such COBRA payment or reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you are eligible for coverage under another employer’s health plan) (collectively, the “Severance Benefits”). Employee acknowledges that, except as expressly provided herein or in any Consulting Agreement (as defined below), she is not entitled to any incentive compensation, bonus, additional severance, or other post-employment compensation.

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(b)

To the extent that, as of the Separation Date, Employee has vested into any or all portion of any equity award previously granted to Employee under the Company’s former or current equity incentive plans (the “Equity Plans”) and the applicable award agreements and grant notices thereunder (collectively, the “Equity Award Documents”), Employee will retain rights to such vested equity grant in accordance with, and subject to, the terms of the applicable Equity Award Documents. For the avoidance of doubt, and notwithstanding anything to the contrary in the Equity Award Documents, all of Employee’s outstanding unvested awards under the Equity Plans cease vesting as of the Separation Date and shall be forfeited, unless extended pursuant to the Consulting Agreement, as provided for in Section 2(c) below.

(c)

Employee and the Company have entered into a consulting agreement effective as of the Separation Date whereby Employee will perform certain services for the Company as an independent contractor after the Separation Date, which is attached hereto as Exhibit A (the “Consulting Agreement”). The Consulting Agreement describes, in addition to the fees for post-employment services, any continuing post-employment vesting and exercise rights Employee has with respect to any equity awards awarded to Employee prior to the Separation Date. Any compensation for Employee’s work as an independent contractor is governed by the Consulting Agreement.

(d)

Other than the Severance Benefits, Employee will not be eligible for, nor shall she have a right to receive, any payments or benefits from the Company or any of its subsidiaries following the Separation Date, other than reimbursement for any outstanding business expenses in accordance with Company policy.

3.

Release of Claims. In exchange for the consideration set forth in this Agreement, which Employee acknowledges she would not otherwise be entitled to receive, Employee hereby fully, forever, irrevocably and unconditionally releases, remises and discharges the Company, subsidiaries, predecessors, and successors, and all of its and their respective past and present officers, directors, stockholders, investors, partners, members, managers, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and corporate capacities) (collectively, the “Released Parties”) from any and all claims, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts, agreements, promises, doings, omissions, executions, damages, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that Employee ever had or now has against any or all of the Released Parties, whether known or unknown, including, but not limited to, any and all claims arising out of or relating to Employee’s employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of 2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Employee Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), the False Claims Act, 31 U.S.C. § 3729 et seq., 38 U.S.C. § 4301 et seq., and the Employee Retirement Income Security Act of 1974 (“ERISA”), 29 U.S.C. § 1001 et seq., the New Jersey Law Against Discrimination (“NJLAD”), N.J.S.A. 10:5-1 et seq., the New Jersey Conscientious Employee Protection Act (“CEPA”), N.J.S.A. 34:19-1 et seq., the New Jersey Family Leave Act (“NJFLA”), N.J.S.A. 34:11B-1 et seq., the New Jersey Civil Rights Act, N.J.S.A. 10:6-1 et seq., the New Jersey Equal Pay Act, N.J.S.A. 10:5-12(t), the New Jersey Wage and Hour Law (“NJWHL”), N.J.S.A. 34:11-4.1 et seq., the New Jersey Wage Payment Law, N.J.S.A. 34:11-2 et seq., the New Jersey Earned Sick Leave Law, N.J.S.A. 34:11D-1 et seq., the New Jersey Workers’ Compensation Law’s anti-retaliation provisions, N.J.S.A. 34:15-39.1 et seq., all as amended; all claims arising out of any applicable state law and regulations; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress, fraud, misrepresentation, wrongful discharge, and breach of contract (including, without limitation, all claims arising out of or related to the Letter Agreement); all claims to any non-vested ownership interest in the Company, contractual or otherwise; all state and federal whistleblower claims to the maximum extent permitted by law; and any claim or damage arising out of Employee’s employment with and/or separation from the Company and/or its subsidiaries (including a claim for retaliation) under any common law theory or any federal, state or local statute or ordinance not expressly referenced above.

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4.

Section 1542 Waiver. Employee understands and agree the claims released in Section 3 above include not only claims presently known to Employee, but also include all unknown or unanticipated claims, rights, demands, actions, obligations, liabilities, and causes of action of every kind and character that would otherwise come within the scope of the released claims as described in Section 3. Employee understands she may hereafter discover facts different from what she now believes to be true, which if known, could have materially affected this Agreement, but Employee nevertheless waives any claims or rights based on different or additional facts.

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Continuing Obligations. Employee acknowledges and reaffirms her obligation, to the extent permitted by law and except as otherwise permitted by Section 9 below, to keep confidential and not to use or disclose any and all non-public information concerning the Company and/or its subsidiaries that Employee acquired during the course of her employment with the Company and/or its subsidiaries, including, but not limited to, any non-public information concerning the Company’s and/or its subsidiaries’ business affairs, business prospects, and financial condition. Employee further acknowledges and reaffirms her non-competition and non-solicitation provisions set forth in Letter Agreement and the Confidentiality of Information and Ownership of Proprietary Property Agreement that she previously executed for the benefit of the Company (the “Restrictive Covenants Agreements”), which remain in full force and effect and which survive her separation from employment with the Company.

6.

Non-Disparagement. Employee understands and agrees that, to the extent permitted by law and except as otherwise permitted by Section 9 below, she will not, in public or private, make any disparaging, derogatory or defamatory statements to any person or entity, including, but not limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client or customer of the Company, regarding the Company or its subsidiaries, and all of their respective officers, directors or employees or regarding the Company’s business affairs, business prospects, or financial condition. The Company agrees that, to the extent permitted by law, none of their respective officers or directors will, in public or private, make any disparaging, derogatory or defamatory statements to any person or entity, including, but not limited to, any media outlet, industry group, financial institution or current or former employee, board member, consultant, client or customer of the Company, regarding Employee. Nothing herein prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Employee has reason to believe is unlawful. Notwithstanding the foregoing, nothing herein shall be construed as preventing any Party from making truthful disclosures in any litigation or arbitration.

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7.

Return of Company Property. At the Company’s request, Employee will return to the Company or, with the written permission of the Company, destroyed, all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and printers, flash drives and other storage devices, wireless handheld devices, cellular phones, tablets, etc.), Company identification and any other tangible or intangible Company-owned property in her possession or control and, other than with the written permission of the Company, has left intact, and has otherwise not destroyed, deleted or made inaccessible to the Company, all electronic Company documents, including but not limited to those that she developed or helped to develop during her employment or service with the Company. Employee further confirms that, to the extent requested by the Company, she has canceled all accounts for her benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or wireless data accounts and computer accounts.

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24.

Tax Acknowledgement. In connection with the Severance Benefits provided to Employee pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and Employee shall be responsible for all applicable taxes owed by her with respect to such Severance Benefits under applicable law. Employee acknowledges that she is not relying upon the advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits.

25.

Section 409A. The Section 409A provisions of the Letter Agreement are hereby incorporated by reference and shall apply to this Agreement as if set forth herein in full.

26.

Counterparts; Facsimile or .pdf Signatures. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same agreement. This Agreement may be executed and delivered by facsimile or by .pdf file and upon such delivery the facsimile or .pdf signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

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