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SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Tam! Absi on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of lhe effective date of
lhis Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, lnfilction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medica/leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

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proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential Information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
Invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
anyway affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

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that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Bnttn 1erson
Date: 7 I/II I/17
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Firmwide:l48417341.3 080982.9003

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Tami Absi 108097
Separation Date 7/5/2017
Current salary $ 40,437.15
Dailey Rate $ 189.85

Severance Payout l
Number of days to pay out Day Rate Amount owed
10 $ 189.85 $ 1,898.46l

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
282 35.25 8.8125 $189.85 $1,673.02

Total $ 3,571.47

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Christopher Alexis
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree nol to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement{s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's faHure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarHy.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability, The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or pncceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any Jaws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Biitll1ierSOf1 , __,'-1'-1-/+()--'------
Date: ---'"{'-/-/ I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Christopher Alexis
Date: o+/u A"+
tirmwide:l48417341.3 080982.9003

-4-
Chris Alexis 265960
Separation Date 7/5/2017
Current salary $ 42,577.60
Hourly Rate $ 20.47

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 20.47 $ 1,637.60 1

PTO
Cash out Total of Current Balance at 75%
Current Balance on 7/15/2017 75% of balance Current Total PTO
in hours to be paid out Hourly Rate Payout
21.4 16.05 $20.47 $328.54

Updated 7/17/2017

Total Severance $ 1,966.14


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between January Almaguer
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agenls,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mulual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as Follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued heallh care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, inniction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of lhis
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

B. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Dale. You are prohibited from using or disclosing such Information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the dale it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided !hal by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: nw~
~B~~rr~tn~~~,
~,~er=s~o-n----------------------
Date: ":f/ r>--jtJ
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 1-!D-17

Firmwide:l48417341.3 080982.9003

-4-
January Almaguer 103844
Separation Date 7/5/2017
Current salary $ 49,637.52
Dailey Rate $ 207.69

Severance Payout
Number of days to pay out Day Rate Amount owed
10 $ 207.69 $ 2,076.88

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Daily Total PTO


Current balance
in hours to be paid out Rate Payout
in days
123.1 15.3875 11.540625 $207.69 $2,396.85

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Thomas Altman on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as 'it existed on your Severance
Date. If you are employed in a position in which you receive paid time· off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

"2"
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement Is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

Date: ---"8''-+/..:::':!.r.t--l,__,J'-----
'1

Date: 1=1!>\ /I.:J-


Thomas Altman

Firmwide:148417341.3 080982.9003

-4-
Thomas Altman 439572
Separation Date 7/5/2017
Current salary $ 26,249.60
Hourly Rate $ 12.62

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 12.62 $ 1,oo9.6o 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

23 17.25 $12.62 $217.70

Updated 7/17/2017

Total Severance $ 1,227.30


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Emily Bair on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6, Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or othe!Wise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential Information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, slate or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

C1 ~
By:~y c
Brittny 1erson
Date: '6/1
I
5I I 17
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: -----'-''1'-'f"""',:r-'/-'r~7'-----
Firmwide:l48417341.3 080982.9003

- 4-
Emily Bair 108802
Separation Date 7/5/2017
Current salary $ 39,107.35
Dailey Rate $ 183.60

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 183.60 $ 1,836.03 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
357.6 44.7 11.175 $183.60 $2,051.76

Total $ 3,887.78

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Mark Baker on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement. you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN AITORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~ ht-::-==,
Brittny P~rson
Date: 'C J/ 1 SII ':J
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

L!!v1_~ Date: _g,=-t-~;--=.3~/-'---''J7_


Mark Baker

Firmwide:148417341.3 080982.9003

- 4-
Mark Baker 443983
Separation Date 7/5/2017
Current salary $ 32,671.50
Dailey Rate $ 153.39

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 153.39 $ 1,533.87 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
66 8.25 2.0625 $153.39 $316.36

Total $ 1,850.23

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Amanda Base on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT').

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing. defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and wili not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach ofthis Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential Information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, In connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attornev. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:·~. Date: 'b' I/,sII C7


Bnttny P rson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Aman a Base

Firmwide:l48411341.3 080982.9003

-4-
Amanda Base 428714
Separation Date 7/5/2017
Current salary $ 31,641.50
Dailey Rate $ 148.55

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 148.55 $ 1,485.52 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
168 21 5.25 $148.55 $779.90

Total $ 2,265.41

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Dylan Batt on behalf
of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick nme Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives. knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act. the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit. and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained In this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, lhis Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability, The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Brittfi0fSOi1
Date: -1 I n In
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: _7..:..J/:.....:.f...:..>..L/,:_11:.___
AJylaJYBatt

Firmwide:148417341.3 080982.9003

- 4-
Dylan Batt 106633
Separation Date 7/5/2017
Current salary $ 74,255.04
Hourly Rate $ 35.70

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 35.70 $ 2,855.96 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

196.9 147.675 $35.70 $5,271.93

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Yyvette Beach on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of Implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily, You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

Date: ,, n I Cl
' I

080982.9003

-4-
Yyvette Beach 42090
Separation Date 7/5/2017
Current salary $ 50,096.56
Hourly Rate $ 24.08

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 24.08 $ 1,926.79 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

294 220.5 $24.08 $5,310.72

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kristin Beller on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of Implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by raw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any lime
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes lo the terms of this Agreement, whether material
or immaterial, will not affecl or re-slart the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not Including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nolhing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
·,ndividual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

CJ~
aMnyV 'vA'
By: son
- Date: I {11/ 1"")
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date:O/- / 0 - :;!. 0 I 7
firmwide:l48417341.3 080982,9003

- 4-
Kristen Beller 91645
Separation Date 7/5/2017
Current salary $ 40,329.76
Dailey Rate $ 189.34

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 189.34 $ 1,893.42 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
404 50.5 12.625 $189.34 $2,390.44

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Elizabeth
Bennington on behalf of yourself, your heirs, administrators, agents and representatives ("You") and
Electronic Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers,
directors, agents, representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5. 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstand'1ng any other provision of this Agreement, you acknowledge thai the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective dale of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreemen/ are any claims that cannot be released or waived by
Jaw, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request For, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced In paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by taw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or Information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARtL Y AND KNOWINGLY SIGNING THE AGREEMENT.

Date: _I...J/'-'-1_1-t/-'-n_,___ _

Date: -"..J...,7:....L/;t...:..;/-"{)"-"D"-'-/-'-J-

Firmwide:l48417311.3 080982.9003

- 4-
Elizabeth Bennington 323670
Separation Date 7/5/2017
Current salary $ 31,678.40
Hourly Rate $ 15.23

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 15.23 $ 1,218.40 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

24 18 $15.23 $274.14

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kristin Bergstrom on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You snaii be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act. and/or any other state, federal, local
or municipal statute, regulation, rule or order thai relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whlstleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
Jaw, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical/eaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT' s

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

1D. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By~~
~on
Date: _7-'-+/.L.,7.L...f-/.,_,1_,___ _
I I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

KristiBergstrom ·

Firmwlde:l48417341.3 080982.9003

- 4-
Kristin Bergstrom 479314
Separation Date 7/5/2017
Current salary $ 31,075.00
Dailey Rate $ 145.89

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 145.89 $ 1,458.92 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
78 9.75 2.4375 $145.89 $355.61

Total $ 1,814.53

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Lisa Bigelow on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT').

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement. ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
Jaw, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other·Ciaims. In further consideration of the promises made by ECOT in this


Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that tenm or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not In
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

~'
.__-
By: _____________________
~B'n~tn~)~~er_s_o_n

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Date: _f-1--'J;))~/ZA>=::..:::..L-l]-L--
Lisa Brgelow r '
Firmwide:l48417341.3 080982.9003

. 4-
Lisa Bigelow 395702
Separation Date 7/5/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
136 17 4.25 $158.81 $674.94

Total $ 2,263.05

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Deborah Billow on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any Individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job 'Injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that If you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. AFter you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
Individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By((\.~
BrittnyPerSOn
Date: 1\ / f] I, ]
I J
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: Acs IS 1 {)o :t J

firmwide: 148417341.3 080982.9003

. 4.
Deborah Billow 221177
Separation Date 7/5/2017
Current salary $ 26,644.80
Hourly Rate $ 12.81

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 12.81 $ 1,024.80 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

128.5 96.375 $12.81 $1,234.56

Updated 7/17/2017
SEYERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreemenf') is entered into between Kimberly Bintz on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOr).

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance- In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
Installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrentiy with COBRA, in the
plan in which you are currenUy enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefrts you will receive under this Agreement are greater than those benefits you would have been entiUed
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT. if you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreemenl You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the tenms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentialitY obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, offJCers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilkies of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are In any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, oolor, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status. health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, Title VII of the CivU Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabifrties Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Ac~ the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breaclh of implied covenant of good
faHh and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a clharge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked. have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, famUy or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any suclh leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreeme~ you, for yourself and your famUy, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fuUy release, acquit, and
forever discharge the Released Parties from any and an actions of any kinds, actions, causes of action,
claims. grievances, damages, obligations, suHs, agreements. costs, expenses, attorneys' fees, punitive or
compensatory damages, baCk pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future LawsuHs. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Mreement. Unless prohibited by law, in the event you breaclh any of your
obligations under this Agreement or any agreement concerning your obligations wHh regard to ECOT's

·2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other rerJef provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that thiS release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of thiS Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and thiS obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or wlll return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment You
will not retain any copies of such property or information.

11 . Construction of Aareement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insiSt upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreemen~ which shall remain in full force and effect.

e. ThiS Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.
12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulllng an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received H. This Agreement
shall be effective only after this 7-<lay period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or faHed to comply wHh federal, state or local statute, law, regulation, rule or ordinance; or b) faied to
comply wHh any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but notlimHed to Sections 4 (ConfidentiaiHy), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (ConfidentiaiHy and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National labor Relations Board, Equal Employment OpportunHy Commission, the SecurHies and
Exchange Commission, and/or any governmental authorHy charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
Individual relief is prohibHed.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

(l~L-------~.
By: d L InI
Date: ~~.~~,hW~-------
B~Jerson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

· l<imt>8hy Bintz (S
Firmwid&:14S417341.3 080962.9003

-4-
Kimberly Bintz 62364
Separation Date 7/5/2017
Current salary $ 36,989.39
Dailey Rate $ 173.66

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 173.66 $ 1.736.59 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
472 59 14.7S $173.66 $2,561.47

Total $ 4,298.06

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") Is entered into between Dustin Bishop on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows;

1, Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2} weeks base
salary ("Severance Pay"), The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed In a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4, Confidentiality of this Agreement You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may ba requireu to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties'), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement. and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, Including but not limited to claims, causes of action, and liabilities involving;
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are In any way disparaging or negative toward ECOT, including disparaging remarks about
Individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Jaw, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any Jaws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:'b~
Brittny rson
Date: ---'7'-f/-'-l.yjc;.(_=-,,__ ___

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Date:

Firmwicte:148417341.3 030982.9003

-4-
Dustin Bishop 456687
Separation Date 7/5/2017
Current salary $ 31,074.96
Dailey Rate $ 145.89

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 145.89 $ 1,458.921

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
96 12 3 $145.89 $437.68

Total $ 1,896.59

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Amy Bittel on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOrs regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been enlilled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otheiWise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential 'Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the ent'1re understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received lt. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance: or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN AITORNEY
CONCERNING THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT,

By:~
Bnttny P1 on
Date: l/1 7/17
I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

~ o+L(
Date1-'-+"'-'='l
I
2-~0_,__1~J--7-
Firmwide:l48H7341.3 080982.9003

- 4-
Amy Bittel 105459
Separation Date 7/5/20 1~7
Current salary $ 43,324.86
Dailey Rate $ 203.40

Severance Payout
Number of days to pay put Day Rate Amount owed
10 $ 203.40 $ 2,034.03

SICK
Cash out Total of Curre t Balance at 25%
25% of
Current Balance on 7I 5/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
194.7 24.3375 6.084375 $203.40 $1,237.58

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Margaret Blake on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth. and intending to be
leg:<lly bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date Is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
sal:,uy ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on ,luna 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b, You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
Sep,tember 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Oat". If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid lime off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you ,,;11 receive under this Agreement are greater than those benefits you would have been entitled
to re~eive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of .all the
Sev ranee Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(oth r than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agr ·mont, except as may be required to notify a potential employer of your confidentiality obligations.
Exc pi as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
inclu ing Its directors, officers, employees, representatives and agents, and its related, affiliated, and
asso lated companies (including without limitation the Educational Service Center of lake Erie West and
Altai learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabili ies of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this greement, and that are 1n any way connected with or arise out of your employment or the termination of
your rnployment with ECOT, includ1ng but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Tille VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Ac~ !he Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of arw kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested ac.cordlng lo the terms of
ECOTs benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have nol already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in !his
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8 Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated wi!l1 ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibiled from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or infonmation.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matler contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations wiU1 regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified. or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall nat be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the tenm, condition, clause, .or provision that is detenmined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and Inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider Bnd sign it You can sign tt1e Agreement at any limo
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, D~ector of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, Jaw, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowiedge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future .Lawsuits), 8 (Nan-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint witl1, reporting possible violations of any
law or regulation, making disclosures to, and/or participating In any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:.·~ ~~~,L'====-------
Brittny Pie n
Date: 6'/1
t
tv IJI t
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: &0.fL/ ;?o1)


firmHide:}.1811734l.J 080902.9003

-4-
Margaret Blake 16186
Separation Date 7/5/2017
Current salary $ 58,931.10
Dailey Rate $ 276.67

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 276.67 $ 2,766.721

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
150 18.75 4.6875 $276.67 $1,296.90

Total $ 4,063.62

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Melissa Blakely on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be enlitled to Severance Pay in an amount equal lo two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installmenls beginning on or about lhe first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently wilh COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater !han those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without l'lmitation the Educational Service Cenler of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, nule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whist/eblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, In connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, Including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By. ::11£-- -
Brittny P'fson
Date: 'RI is·II C7
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

\~~-it
eliSa Blakely

Firmwide:l4841734l.3 080982.9003

-4-
Melissa Blakely 430866
Separation Date 7/5/2017
Current salary $ 33,526.50
Dailey Rate $ 157.40

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 157.40 $ 1,574.01 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
112 14 3.5 $157.40 $550.90

Total $ 2,124.92

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Joseph Blankenship
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30,2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (Including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
In an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential Information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liabilitv. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any Investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:B~ Date: 1/11 J 1/


Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Joo~
Firmwide:148417341.3 080982.9003
Date: z/rtI ~ 7

-4-
Joseph Blankenship 268982
Separation Date 7/5/2017
Current salary $ 34,915.38
Dailey Rate $ 163.92

Severance Payout
Number of days to pay out Day Rate Amount owed
10 $ 163.92 $ 1,639.22

SICK
Cash out Total of Current Balance at 25%
Current Balance on 7/15/2017 25% of balance Current Daily Total Sick
Current balance
in hours to be paid out Rate Payout
in days
424 53 13.25 $163.92 $2,171.97

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Sharon Bole on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the •
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''), The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will. be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described In Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive'paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date. '

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in t11is Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learn'1ng Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

/b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whist/eblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

v"c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

/d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

"6,' Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

~ No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
indiv'1duals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your .
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period. you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement. whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be In writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: 0;~
Briltny~
Date: '"1 { J"' /,1
I

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

~umZ/2
Sharon ole
Date: 7/1'//17
Firmwide:148417341.3 080982.9003

-4-
Sharon Bole 410319
Separation Date 7/5/2017
Current salary $ 33,826.6S
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 1S8.81 $ 1,588.11 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
122 15.25 3.8125 $158.81 $605.47

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Suseela Bommana
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including Its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accnue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1g64, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the lime you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily, You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15, No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures,

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT,

By: ~· . c---------
Bnttny 1erson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Suse~ Bommana
Date: _7.!----;/'-'-/~D,1'-'-J-'--::J--
firrnwide:148417341.3 080982,9003

- 4-
Suseela Bommana 372610
Separation Date 7/5/2017
Current salary $ 76,957.46
Hourly Rate $ 37.00

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 37.00 $ 2,959.90 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

83 62.25 $37.00 $2,303.17

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Adam Borders on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a Jump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any Individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entitles owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action.
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

Date: 3" J '-f /C)

Date: "3 - '-/ - Z¢ t ]--


Firmwide:l48417341.3 080982.9003

- 4-
Adam Borders 216032
Separation Date 7/5/2017
Current salary $ 39,145.60
Hourly Rate $ 18.82

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 18.82 $ 1,5o5.6o 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

14 10.5 $18.82 $197.61

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Sarah Boulware on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and Intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, Jess applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick lime, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid lime off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in Jaw or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any Improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain ail other relief provided by Jaw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and ail confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party Information held by ECOT in confidence, and this obligation continues alter
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and ail ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the Jaws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsutts), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:
~- I
BritlfiYPQi1
.
1"--1-1+-tJ-'-f'-'''-'/"----
Date: __
1 I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: _1-w.(-'-1G!:::..,,l-.!./t-'-1---
Saran oulware

Firmwide:l48417341.3 080982.9003

-4-
Sarah Boulware 234144
Separation Date 7/5/2017
Current salary $ 46,525.00
Dailey Rate $ 218.43

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 218.43 $ 2,184.27 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
108.7 13.5875 3.396875 $218.43 $741.97

Total $ 2,926.24

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Ellen Brandon on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accnue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of Its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the Stale of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that Is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

!'\...';L. ...., _..........


By: I d#r - Date: _-(l'/)o...JI-Li....;,S'f/.L(--'-1_ __
I I
Brittny PiEi?son
Deputy Superintendent and Chief of Staff
7Jectronic Classroe of Tomorrow

ttl&->'- ;:. .
Ellen Brandon

Firmwide:l48417341.3 080982.9003

- 4-
Ellen Brandon 431303
Separation Date 7/5/2017
Current salary $ 32,075.04
Dailey Rate $ 150.59

Severance Payout
Number of days to pay out Day Rate Amount owed
10 $ 1S0.59 $ 1,5o5.87 I

SICK
Cash out Total of Current Balance at 25%
2S% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
74 9.25 2.3125 $150.59 $348.23

Total $ 1,854.10

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kara Bryan on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted In this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including Its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of Implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever t11at existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

B. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiralion of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief Is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~4t£~
Brittny pifSOI1
Date: -.JJZ+J S4j_.!.t_JL---
L,!

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

K r Bryan
Date: -"""o'--C!__,__-_,_1_1.:___
Firmwide:l~8417341.3 090982.9003

-4-
Kara Bryan 29961
Separation Date 7/5/2017
Current salary $ 45,219.02
Dailey Rate $ 212.30

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 212.30 $ 2,122.96 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
316 39.5 9.875 $212.30 $2,096.42

Total $ 4,219.38

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jacob Calaway on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beg'1nning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Emoloyment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

B. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

. 2.
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the Jaws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreeme~t if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~ Date: :11 1 J I 1 l


I I
siiitnY'6rson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 7 (; /J /17!.
• I •
Jacob C!J)away?
Firmwide:l48417341.3 080982.9003

-4-
Jacob Calaway 79913
Separation Date 7/5/2017
Current salary $ 33,904.00
Hourly Rate $ 16.30

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.30 $ 1,3o4.oo I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

104.7 78.525 $16.30 $1,279.96

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Elizabeth Caponi on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, know'1ngly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a, Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy,

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies, You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans,

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign ti1is Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or othenwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential Information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability, The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
Jaw or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:C]b~~·
Brittny P.~ rson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

~~~
iiZab6lhcaponi
Date: _7-'-+j_z.-'-y+-}_t7-'----

tirmwide:148417341.3 080982.9003

. 4.
Elizabeth Caponi 324981
Separation Date 7/5/2017
Current salary $ 35,016.45
Dailey Rate $ 164.40

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 164.40 $ 1,643.96 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
95.3 11.9125 2.978125 $164.40 $489.59

Total $ 2,133.56

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered Into between Robert Carlson on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of lhe mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, lhe parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOTs regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31,2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payour) as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payouf') as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as pemnitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprtetorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by Jaw, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment You
will not retain any copies of such property or information.

11, Construction of Agreement

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modifl8d, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily,

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign il You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily_ You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period,

14. Revocation of Agreement After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating In any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to Individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

c;)~,., n
By:~-~·~-
. Date: ----"~'-J)'-'r-'s-+)+0-1----
Brittny Pleson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

·'kf'fl[ 6vtfk-<J)-- Date: _ _ <J_/_""i_ll--"7_ _


Robert Carlson

Firm'idde:148417341.3 080982.9003

- 4-
Robert Carlson 389094
Separation Date 7/5/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
122 15.25 3.8125 $158.81 $605.47

Total $ 2,193.57

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Monica Carpenter
on behalf of yourself, your heirs, administrators, agents and representatives ('You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payeur) as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination In Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whlstleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed mHitary, famHy or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

1a. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. tf a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily, You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14, Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable,
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation,

15, No Admission of Liability, The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures,

16, No Interference with Rights, You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited,

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: (?..,~· Date: ___,o"""1-/Y_,fH-t-"7'-----


~B~rit~t~~y~p~,~-0-n--------------------- 1
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

JY1 [];vi cc'-CC, ~'"G~


Monica Carpenter
Date: --~--_;;2_-_l_]_,_,_
Firmwide:l48417341.3 080982.9003

- 4-
Monica Carpenter 48596
Separation Date 7/5/2017
Current salary $ 45,362.86
Dailey Rate $ 212.97

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 212.97 $ 2,129.71

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
320 40 10 $212.97 $2,129.71

Total $ 4,259.42

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Erin Carr on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as It existed on your Severance
Date. If you are employed In a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Dale. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

B. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not In
any way affect Its meaning or Interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: -~~ Date: _ _,S'yj_'-1-'-/J...ctl__,__ __


Briltny Pi on
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 1 - J-. L( - 1-=r-


Erin Carr

Firmwide:l48417341.3 080982.9003

- 4-
Erin Carr 396871
Separation Date 7/5/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
152 19 4.75 $158.81 $754.35

Total $ 2,342.46

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Lisa Carsey on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable wlthholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potent'1al employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender ldenlity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential 'Information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT Is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Right§. You understand, agree and acknowledge that nothing
contained in this Agreemenl, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:Cb,)ff~ Date 0) IS j CJ
Brittny Pierson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Lisa CarS'ey • <::::7 ~ I


Firmwide:l48417341.3 080982.90~~
'

- 4-
Lisa Carsey 500430
Separation Date 7/5/2017
Current salary $ 33,800.00
Hourly Rate $ 16.25

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owe d
80 $ 16.25 $ 1,3oo.oo I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

14 10.5 $16.25 $170.63

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Laura Caskey on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agree men~ ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"}. The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefijs you will receive under this Agreement are greater than those benefits you would have been entitled
to rec1ive upon Severance of employment in the absence of this Agreement.

3. Re-emoloyment by ECOT. If you accept a position with ECOT prior to receipt of all the
Sever)mce Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

, 4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(othe~ than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agre ment, except as may be required to notify a potential employer of your confidentiality obligations.
Exce I as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
inclu ing its directors, officers, employees, representatives and agents, and its related, affiliated, and
asso iated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabili ies of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this greement, and that are in any way connected with or arise out of your employment or the termination of
your mployment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic Information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation {Intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by Jaw or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date il becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiralion of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily< You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period<

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16< No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited. <

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

Date: l lf1D In
' )

Date: -~~~/-"11()/LLI_,_-1_ __
firmwide:l48417341.3 080982.9003

-4-
Laura Caskey 342042
Separation Date 7/5/2017
Current salary $ 33,826.65
Dailey Rate $ 158.81

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.81 $ 1,588.11 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
44 5.5 1.375 $158.81 $218.36

Total $ 1,806.47

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Carrie Cass on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay In an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state qr local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights /let of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations {'ct. the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Re,form and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent' or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies, You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effect1ive date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request f<Jr, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, posts, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entilled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT In confidence, and this obligation continues after
the Severance Dale. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came Into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or aile red without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain In full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulling an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: ::::-:cc--~~t-------­
Brittny Rie son
Date: ____,<6'-1-/-'-1~51-'-/1_,_7_ __
-l/
Deputy perintendent and Chief of Staff
Electronic Classroom of Tomorrow

(bAA<! Q. Ca/Y-y
Carrie Cass
Date: /J.O , , Jl.l ;:)()
~I
n
~irmwide:l48417341.3 080982.9003

- 4-
Carrie Cass 25282
Separation Date 7/5/2017
Current salary $ 47,770.64
Dailey Rate $ 224.28

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 224.28 $ 2,242.75 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
114.4 14.3 3.575 $224.28 $801.78

Total $ 3,044.54

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Susan Casselman
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
th'1s Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, ret liation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disabi ity, genetic information, sexual orientation, veteran or military
status, or any other protected status under ny federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliatio under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII o the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Gen ic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, t e Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Ret aining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employm nt related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of c ntract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (inte tiona!, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of em tiona! distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this greement are any claims that cannot be released or waived by
law, including but not limited to workers' com ensation claims and the right to file a charge with or participate
in an investigation conducted by certain gov rnment agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to a y individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you ave been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not lready filed a claim and you have been properly provided any
needed military, family or medical leaves of bsence and that you have not been subjected to any improper
treatment, conduct or actions due to or relate to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your fami y, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal repres tatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other ntities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties fro any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, s its, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any o her liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreemen .

7. No Future Lawsuits. You remise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the R leased Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall b construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proc eding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, Including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign lt. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial. will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowiedge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Bnttny P rson
Date: I( 11/CJ
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

\& \. ~c.:\;J
Susan Casselman
c(hn.IUIV Date: ·1- I '=\ - LJ
Firmwide:148417341.3 080982.9003

. 4.
Susan Casselman 29972
Separation Date 7/5/2017
Current salary $ 46,378.39
Dailey Rate $ 217.74

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 217.74 $ 2,177.39 I

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
156.8 19.6 4.9 $217.74 $1,066.92

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Nicole Chesshir on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as 'ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as It existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including Its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, In law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever Including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence In a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11 . Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to Insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will became final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, wh'1ch was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOrs policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: r.;)j~ Date: -~'+,f_'-d=+(._O.L-----


on
Br1ilJ1YPi
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 7 I:M In
Nicole Chesshir

Firmwide: l4841734l.J 080982.9003

-4-
Nicole Chesshir 356495
Separation Date 7/5/2017
Current salary $ 91,708.23
Hourly Rate $ 44.09

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 44.09 $ 3,527.24 1

PTO
Cash out Total of Current Balance at 75%
Current Balance on 7/15/2017 75% of balance Current Total PTO
in hours to be paid out Hourly Rate Payout

65 48.75 $44.09 $2,149.41

Updated 7/17/2017

Total Severance $ 5,676.65


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Jennifer Clark on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay'). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are em played in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed ·,n a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick lime bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or Implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negl'lgent), estoppel, publ'lc policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, Including but not l'lmited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Oh'1o 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7 -day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN AITORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

syQ~
Brittny 1erson
Dale: ,
'6'1,'-/I n
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Jennifeii:Ciark &

rirml.,oide:14S41734l.J 080982.9003

- 4-
Jennifer Clark 121132
Separation Date 7/5/2017
Current salary $ 33,654.35
Dailey Rate $ 158.00

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 158.00 $ 1,58o.o2 1

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
192 24 6 $158.00 $948.01

Total $ 2,528.03

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Ashley Cohen on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position In which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, aff11iated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit. demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentialitv & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreernent(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period,

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on beha~ of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:(J~
Brittny P'fSOii
Date: l( I ' - / tl

Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Ashle)IC(lhefl (j Date: 'J / \D I(7


Firmwide:l48417341.3 080982.9003

- 4-
Ashley Cohen 349367
Separation Date 7/5/2017
Current salary $ 35,016.45
Dailey Rate $ 164.40

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 164.40 $ 1,643.96 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
70 8.75 2.1875 $164.40 $359.62

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Keith Cole on behalf
of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date Is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay In an amount equal to two (2) weeks base
salary ("Severance Pay'). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and .legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a, Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b, Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
Injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d, You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job Injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims, In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT,

~~~------------­ ....,-+-/_,_n-'-JI'-'-0--'---
By:~son Date: __

Deputy Superintendent and Chief of Staff


' '
Electroni Classroom of Tomorrow

Date: _ __:.7_-__:._!_Z_;_1..:..7_

Firmwide:l48417341.3 080982.9003

-4-
Keith Cole 91624
Separation Date 7/5/2017
Current salary $ 47,107.53
Hourly Rate $ 22.65

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 22.65 $ 1,811.83 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

344.4 258.3 $22.65 $5,849.94

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Christopher Collins
on behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and ail claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, ernployees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments pa'1d
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and a shall not affect the rema'1ning provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

•3.
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:&'
;/~ ~ Date -; /J SIIn
J
Britfily7ef5dn
Deputy Superintendent and Chief of Staff
El tronic Classroom of Tom orr w

--t_ z:L 1
7-'--'---
Date: _-t.:__:V:__;_
·7
Firmwide:l48417341.3 080982,9003

- 4-
7/;2'-(/!)
Christopher Collins 346346
Separation Date 7/5/2017
Current salary $ 36,857.60
Hourly Rate $ 17.72

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.72 $ 1,417.60 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

0.1 0.075 $17.72 $1.33

Updated 7/17/2017

Total Severance $ 1,418.93


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kimberly Congrove
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents.
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement Is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
proprietary or other confidential information, ECOT will be entitled lo recover the Severance Payments paid
under this Agreement and lo obtain all other relief provided by law or equity, including lis reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except Insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure lo insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the Slate of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or Invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A. the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the nunning of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement. you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Llabilitv. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, nule or ordinance; or b) failed to
comply with any of ECOTs policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~~
Bfittllyerson
Date: _7..LJ-/!_1/.!..,,(--i/1~"21----
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

~G
Co~
Kimberly
Date:~-'-+/]_
Firmwide:l49417341.3 080982.9003

-4-
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Michael Tucker on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, Including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5. 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without ycur revocation.

b. You will receive continued health care coverage, concurrently with COBRA. in the
plan In which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position In which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed In a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefils you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees. representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims. causes of action, and liabilities Involving:
Kimberly Congrove 324971
Separation Date 7/S/2017
Current salary $ 36,379.20
Hourly Rate $ 17.49

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 17.49 $ 1,399.20 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

10.7 8.025 $17.49 $140.36

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Bryan Cook on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, In the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including Its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

1 0. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of


confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~.::::__· Date: J;'/, S I)=/


Britlf1Y Jej<()n 1 I
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 9/C! [t g.

FirmHide:l48417341.3 080982.9003

- 4-
Bryan Cook 493732
Separation Date 7/5/2017
Current salary $ 32,075.00
Dailey Rate $ 150.59

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 150.59 $ 1,5o5.87 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
68 8.5 2.125 $150.59 $320.00

Total $ 1,825.87

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Kiaya Cordell on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOr').

In consideration of the mutual covenants and agreements hereinafter set forth, and Intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
Installments beginning on or about the first payroll period following the Effective Date of this Agreement In
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position In which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment In the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, tihat you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowlng, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return lo ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

. 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted In
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: ~a..--· Date: f r/1 "L II I "]


Bnttny P1e on
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: 01/01)rJ::;tJ
Kiaya C,;)fdell r 1
Firmwide:l48417341.3 080982.9003

- 4-
Kiaya Cordell 469793
Separation Date 7/5/2017
Current salary $ 25,979.20
Hourly Rate $ 12.49

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 12.49 $ 999.20 I

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

11 8.25 $12.49 $103.04

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Hope Coull on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as 'ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described In Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If'you are employed In a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ('PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided In this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement. except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities Involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Tille VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
In an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be Introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated w'ith ECOT or the services It provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and Information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date 'it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN AITORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~*
Bl'iifl)Jefson
Date: I II :it:. I/, 1
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: :;± -1 ~ - (':t


Firmwide:l48417341.3 080982.9003

-4-
Hope Coull 243080
Separation Date 7/5/2017
Current salary $ 37,096.04
Dailey Rate $ 174.16

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 174.16 $ 1,741.60 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
46 5.75 1.4375 $174.16 $250.35

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Melva Coyle on
behalf of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of lhe mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5. 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay'). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beg'1nning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
Jump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
Including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or In equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (Intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and ail actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shail be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and wiil not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

-2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~c.--­ Date: _7_,_,./,J,t_,'


·· · I
L7I1.....]_.____
Brrttny 1erson
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

~ 0:_-_,f'--'7'-------
Date: _,7::...·---'/'-'.
M'ivfcoyle

Firnwide:l48417341.3 080982.9003

-4-
Melva Coyle 77431
Separation Date 7/5/2017
Current salary $ 34,195.20
Hourly Rate $ 16.44

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 16.44 $ 1,315.20 1

PTO
Cash out Total of Current Balance at 75%

Current Balance on 7/15/2017 75% of balance Current Total PTO


in hours to be paid out Hourly Rate Payout

18.4 13.8 $16.44 $226.87

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Thomas
Cunningham on behalf of yourself, your heirs, administrators, agents and representatives ("You") and
Electronic Classroom of Tomorrow, includ'1ng its subsidiaries and affiliates, as well as their officers,
directors, agents, representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, In law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
cond'1tion, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Acl, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation {intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infilction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
In an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT In this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, Including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT Information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained In this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By· ·1~
(. ·..
... Date: _7..1..-f/.LIY'l-J/1-Lt-+7---
·Britt~y~
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

-=::~~
Tho'fna~~a
Date:

Firrnwidc:l48417341.3 080982.9003

- 4-
Thomas Cunningham 270102
Separation Date 7/5/2017
Current salary $ 34,915.38
Dailey Rate $ 163.92

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 163.92 $ 1,639.22 1

SICK
Cash out Total of Current Balance at 25%
25%of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
380 47.5 11.875 $163.92 $1,946.57

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Lisa Davis on behalf
of yourself, your heirs, administrators, agents and representatives (''You") and Electronic Classroom of
Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1, Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay''). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infiiction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding In which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made In connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to ins'1st upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATIORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

B/~~
Brittnierson
Date: 7/NiI ,J
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

Date: J JI~ I(]


Firmwide:148417341.3 080982.9003

- 4-
Lisa Davis 77119
Separation Date 7/S/2017
Current salary $ 43,230.83
Dailey Rate $ 202.96

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 202.96 $ 2,029.62 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
282.1 35.2625 8.815625 $202.96 $1,789.23

Total $ 3,818.85

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered inlo between Nicholas Dean on
behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic Classroom
of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary In effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made In
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through July 31, 2017. Beginning on
August 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement. except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whalsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

-3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or Immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sect'1ons 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By:~
Brittny 1erson
Date: /J l<.In
7j
Deputy Superintendent and Chief of Staff
Electronic Classroom of Tomorrow

NicHol ean
Date: ---z/n J ll
I I

~irmwide:l48417341.3 080982.9003

- 4-
Nicholas Dean 246183
Separation Date 7/5/2017
Current salary $ 38,625.60
Hourly Rate $ 18.57

Severance Payout I
Number of hourly to pay out Hourly Rate Amount owed
80 $ 18.57 $ 1,485.60 I

PTO
Cash out Total of Current Balance at 75%
Current Balance on 7/15/2017 75% of balance Current Total PTO
in hours to be paid out Hourly Rate Payout
10 7.5 $18.57 $139.28

Updated 7/17/2017

Total Severance $ 1,624.88


SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Shannon
DeDomenic on behalf of yourself, your heirs, administrators, agents and representatives (''You") and
Electronic Classroom of Tomorrow, Including its subsidiaries and affiliates, as well as their officers,
directors, agents, representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay in an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick time, you will receive a
lump sum payout equal to 25% of your sick time bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid time off, as opposed to sick time, you will
receive a lump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a lump sum payout equal to 25% of your sick time bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT pr'1or to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation the Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender Identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied), breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent), estoppel, public policy violation,
whistleblowing, defamation, Infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job Injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind wlhatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
Individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
proprietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to Insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to Insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be In writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
that if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any changes to the terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liability. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement) and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By 0-r:~-/ Date: '6 It S I '7


Pi~-
Brittny J ['

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Ll&t~c
Shannon DeDomenic
Date: '?I/Lf./t
I
7
Firmwide:l48417341.3 080962.9003

-4-
Shannon DeDomenic 49284
Separation Date 7/5/2017
Current salary $ 49,156.65
Dailey Rate $ 230.78

Severance Payout I
Number of days to pay out Day Rate Amount owed
10 $ 230.78 $ 2,307.82 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
120.8 15.1 3.775 $230.78 $871.20

Total $ 3,179.03

Updated 7/17/2017
SEVERANCE AND RELEASE AGREEMENT

This Severance and Release Agreement ("Agreement") is entered into between Christine Deemer
on behalf of yourself, your heirs, administrators, agents and representatives ("You") and Electronic
Classroom of Tomorrow, including its subsidiaries and affiliates, as well as their officers, directors, agents,
representatives, shareholders and employees (collectively referred to as "ECOT").

In consideration of the mutual covenants and agreements hereinafter set forth, and intending to be
legally bound, the parties agree as follows:

1. Severance. In exchange for your promises in this Agreement, ECOT will provide you the
Severance Benefits described in Section 2. Your Severance Date is July 5, 2017.

2. Severance Benefits.

a. You shall be entitled to Severance Pay In an amount equal to two (2) weeks base
salary ("Severance Pay"). The Severance Pay will be paid on the basis of your annual base salary in effect
on June 30, 2017, less applicable withholdings and payroll deductions. The Severance Pay will be made in
installments beginning on or about the first payroll period following the Effective Date of this Agreement in
accordance with ECOT's regular payroll periods and practices. This Agreement will become effective after
the seven-day period described in Section 14 expires without your revocation.

b. You will receive continued health care coverage, concurrently with COBRA, in the
plan in which you are currently enrolled, at the payroll deduction rate through August 31, 2017. Beginning on
September 1, 2017, you will be eligible for continued health care coverage through COBRA, but at the full
COBRA premium.

c. If you are employed in a position in which you accrue sick lime, you will receive a
lump sum payout equal to 25% of your sick lime bank ("Sick Time Payout") as it existed on your Severance
Date. If you are employed in a position in which you receive paid lime off, as opposed to sick time, you will
receive a Jump sum payout equal to 75% of your paid time off bank ("PTO Payout") as it existed on your
Severance Date. If you are employed in a position in which you receive both sick time and paid time off, you
will receive a Jump sum payout equal to 25% of your sick lime bank and 75% of your PTO bank as they
existed on your Severance Date.

d. Notwithstanding any other provision of this Agreement, you acknowledge that the
benefits you will receive under this Agreement are greater than those benefits you would have been entitled
to receive upon Severance of employment in the absence of this Agreement.

3. Re-employment by ECOT. If you accept a position with ECOT prior to receipt of all the
Severance Pay provided in this Agreement, you will forfeit any unpaid Severance payments.

4. Confidentiality of this Agreement. You agree not to disclose, or discuss with, any person
(other than your spouse, attorney and tax or other financial advisor) any of the terms and conditions of this
Agreement, except as may be required to notify a potential employer of your confidentiality obligations.
Except as permitted in this Section 4, disclosure of any term of this Agreement is a material breach.

5. Waiver & Release of Employment Claims. You, for yourself and your successors, assigns,
heirs, agents and legal representatives, knowingly and voluntarily agree to waive and release ECOT,
including its directors, officers, employees, representatives and agents, and its related, affiliated, and
associated companies (including without limitation t11e Educational Service Center of Lake Erie West and
Altair Learning Management) (collectively "Released Parties"), from any and all claims, causes of action, and
liabilities of any kind, known or unknown, in law or in equity, that you had or have as of the effective date of
this Agreement, and that are in any way connected with or arise out of your employment or the termination of
your employment with ECOT, including but not limited to claims, causes of action, and liabilities involving:
a. Discrimination, retaliation or harassment based on race, color, religion, gender,
gender identity, pregnancy, national origin, ancestry, citizenship, age, marital status, health or medical
condition, leave of absence usage, disability, genetic information, sexual orientation, veteran or military
status, or any other protected status under any federal, state or local laws, Including but not limited to claims
of discrimination, harassment or retaliation under the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Genetic Information Nondiscrimination Act, the Equal Pay Act, the
Pregnancy Discrimination Act, the National Labor Relations Act, the Family and Medical Leave Act, the
Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Occupational Safety
and Health Act, the Worker Adjustment Retraining and Notification Act, and/or any other state, federal, local
or municipal statute, regulation, rule or order that relates to your employment or its termination;

b. Any other employment related claims whatsoever including but not limited to, claims
relating to wrongful termination, breach of contract (express or implied}, breach of implied covenant of good
faith and fair dealing, misrepresentation (intentional, fraudulent or negligent}, estoppel, public policy violation,
whistleblowing, defamation, infliction of emotional distress (intentional or negligent), negligence, personal
injury of any kind and Invasion of privacy.

c. Excluded from this Agreement are any claims that cannot be released or waived by
law, including but not limited to workers' compensation claims and the right to file a charge with or participate
in an Investigation conducted by certain government agencies. You acknowledge and agree, however, that
you are releasing and waiving your right to any individual monetary recovery should any government agency
pursue any claims on your behalf that arose prior to the effective date of this Agreement. You are also not
waiving or releasing any of your employee benefits that have already vested according to the terms of
ECOT's benefits plans.

d. You agree that you have been properly paid for all hours worked, have not suffered
any on-the-job injury for which you have not already filed a claim and you have been properly provided any
needed military, family or medical leaves of absence and that you have not been subjected to any improper
treatment, conduct or actions due to or related to your request for, or taking of, any such leave of absence.

6. Release of Other Claims. In further consideration of the promises made by ECOT in this
Agreement, you, for yourself and your family, heirs, executors, administrators, personal representatives,
agents, employees, assigns, legal representatives and accounts, affiliates and for any partnerships,
corporations, sole proprietorships, or other entities owned or controlled by you, fully release, acquit, and
forever discharge the Released Parties from any and all actions of any kinds, actions, causes of action,
claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys' fees, punitive or
compensatory damages, back pay or any other liability of any kind whatsoever that existed or may have
existed as of the time you sign this Agreement.

7. No Future Lawsuits. You promise never to file a lawsuit, demand, action, or otherwise
assert any claims against ECOT or the Released Parties referenced in paragraphs 5 and 6 of this
Agreement. The foregoing sentence shall be construed as a covenant not to sue. This Agreement may
be introduced as evidence at any legal proceeding as a complete defense to any claims you ever assert
against ECOT or the Released Parties.

8. Non-Disparagement. You agree that you have not and will not make statements to
anyone that are in any way disparaging or negative toward ECOT, including disparaging remarks about
individuals associated with ECOT or the services it provides.

9. Breach of Agreement. Unless prohibited by law, in the event you breach any of your
obligations under this Agreement or any agreement concerning your obligations with regard to ECOT's

- 2-
prt.prietary or other confidential information, ECOT will be entitled to recover the Severance Payments paid
under this Agreement and to obtain all other relief provided by law or equity, including its reasonable
attorneys' fees and costs. You further agree that this release may be used as evidence in a subsequent
proceeding in which you or ECOT allege a breach of this Agreement.

10. Confidentiality & Non-Disclosure. You acknowledge that you have an obligation of
confidence and non-disclosure with respect to any and all confidential information that you acquired during
the course of your employment with ECOT. This obligation of confidence and non-disclosure extends to both
ECOT information and third-party information held by ECOT in confidence, and this obligation continues after
the Severance Date. You are prohibited from using or disclosing such information. You also agree that you
either have or will return to ECOT any and all ECOT property and information which came into your
possession, or which you prepared or helped prepare, in connection with or during your employment. You
will not retain any copies of such property or information.

11. Construction of Agreement.

a. This Agreement constitutes the entire understanding between you and ECOT
relating to the subject matter contained herein and this Agreement supersedes any previous agreement(s)
that may have been made in connection with your employment with ECOT except insofar as such
agreement(s) concern your obligations with regard to competing with ECOT or your obligations with regard to
ECOT's proprietary or other confidential information, which obligations are not modified, amended or
terminated by this Agreement and which continue after the Severance Date. This Agreement may not be
changed, modified, or altered without the express written consent of you and the Superintendent of ECOT.

b. ECOT's failure to insist upon strict adherence to any term of this Agreement on any
occasion shall not be considered a waiver of, or deprive ECOT of its right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. To be effective, any waiver must be in writing
and signed by the Superintendent of ECOT.

c. This Agreement shall be governed by the laws of the State of Ohio.

d. If a court of competent jurisdiction declares that any provision or term of this


Agreement is void or invalid, only the term, condition, clause, or provision that is determined to be void or
invalid shall be stricken from the Agreement and it shall not affect the remaining provisions of this
Agreement, which shall remain in full force and effect.

e. This Agreement shall bind and inure to the benefit of and be enforceable by you,
ECOT, and each of your respective heirs, executors, personal representatives, successors and permitted
assigns. This Agreement will become final and binding on the date it becomes effective.

f. The headings contained in this Agreement are for reference only and shall not in
any way affect its meaning or interpretation.

12. Consultation with Attorney. You are hereby advised and encouraged to consult an attorney
prior to signing this Agreement if you desire to do so. You acknowledge that if you have signed this
Agreement without consulting an attorney, you have done so knowingly and voluntarily.

13. Time for Consideration. You acknowledge that you have received Exhibit A, the Attachment
to Severance and Release Agreement. From the date you receive this Agreement, which was on or before
July 5, 2017, you have 45 calendar days to consider and sign it. You can sign the Agreement at any time
before the expiration of the 45-day period, but you acknowledge that ECOT is not asking you to do so and

- 3-
thLt if you sign prior to the expiration of the 45-day period, you do so knowingly and voluntarily. You and
ECOT expressly acknowledge and agree that any cl1anges to t11e terms of this Agreement, whether material
or immaterial, will not affect or re-start the running of this 45-day period.

14. Revocation of Agreement. After you sign this Agreement, you have 7 (seven) calendar days
to revoke your signature. If you revoke your signature, this Agreement shall not be effective or enforceable.
Your revocation must be in writing, signed by you, and received by Leslie Stone, Director of Human
Resources, Electronic Classroom of Tomorrow, 3700 South High Street, Suite 95, Columbus, Ohio 43207,
within 7 calendar days after you sign the Agreement, not including the day you received it. This Agreement
shall be effective only after this 7-day period has expired without your revocation.

15. No Admission of Liabilitv. The offering, undertaking or signing of this Agreement are not in
any way an acknowledgment or admission that you, ECOT, or any person acting on behalf of ECOT, has a)
violated or failed to comply with federal, state or local statute, law, regulation, rule or ordinance; or b) failed to
comply with any of ECOT's policies or procedures.

16. No Interference with Rights. You understand, agree and acknowledge that nothing
contained in this Agreement, including but not limited to Sections 4 (Confidentiality), 5 (Waiver and Release),
6 (Release of Other Claims), 7 (No Future Lawsuits), 8 (Non-Disparagement} and 10 (Confidentiality and
Non-Disclosure) will prevent you from filing a charge or complaint with, reporting possible violations of any
law or regulation, making disclosures to, and/or participating in any investigation or proceeding conducted by,
the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities and
Exchange Commission, and/or any governmental authority charged with the enforcement of any laws,
provided that by signing this Agreement, you are waiving rights to individual relief based on claims asserted in
such a charge or complaint, or asserted by any third-party on your behalf, except where such a waiver of
individual relief is prohibited.

YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE BEEN ADVISED THAT THE AGREEMENT IS A
LEGAL DOCUMENT, AND YOU HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY
CONCERNING THE AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE
CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AGREEMENT, AND YOU
ARE VOLUNTARILY AND KNOWINGLY SIGNING THE AGREEMENT.

By: JJ!bt:---
Brittny-Pierson
Date: 7 /2 7 I/ 1 )
I

Deputy Superintendent and Chief of Staff


Electronic Classroom of Tomorrow

Date: __1.-H1/_,•/--+{""".9,.:;...DJ'-·'1,_,_ _
Christine Deemer ·I I
Firmwicte:l48417341.3 080982.9003

. 4.
Christine Deemer 130602
Separation Date 7/S/2017
Current salary $ 4S,362.86
Dailey Rate $ 212.97

Severance Payout I
Number of days to pay out Day Rate Amount owe d
10 $ 212.97 $ 2,129.71 I

SICK
Cash out Total of Current Balance at 25%
25% of
Current Balance on 7/15/2017 Current Daily Total Sick
Current balance balance to
in hours Rate Payout
in days be paid out
302 37.75 9.4375 $212.97 $2,009.92

Total $ 4,139.63

Updated 7/17/2017