a1032rocketfuelsankarans







      Page 1 of 10      SEPARATION AGREEMENT AND RELEASE      This Separation Agreement and Release (“Agreement”) is made by and between David Sankaran (“Employee”) and   Rocket Fuel Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).      RECITALS      WHEREAS, Employee is employed by the Company;      WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment, and   Arbitration Agreement with the Company on December 15, 2014 (the “Confidentiality Agreement”);      WHEREAS, Employee is subject to an offer letter with the Company dated December 5, 2014, as amended March 17,   2015 (together, the “Offer Letter”) and signed a Management Retention Agreement with the Company on April 8, 2015   (the “Management Retention Agreement”);       WHEREAS, Employee has received one or more restricted stock unit awards (“RSUs”) and one or more stock option   awards (“Stock Options”) subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”)   and of the related restricted stock unit and stock option award agreement(s) (each such agreement, together with the   Plan, collectively, the “Stock Agreements”), pursuant to which Employee was eligible to purchase or receive shares of   the Company’s common stock if the applicable vesting conditions were met;       WHEREAS, Employee has tendered his resignation to the Company and Employee’s employment with the Company   will terminate effective November 30, 2015 (the “Termination Date”); and      WHEREAS, Employee will provide transition services as reasonably requested by the Company, provided that any such   services are expected to be less than 10% of employee’s average level of services as an employee;       WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions,   and demands that the Employee may have against the Company and any of the Releasees as defined below, including,   but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation   from the Company.      NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as   follows:      COVENANTS   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 2 of 10      1. Consideration.  In consideration of Employee’s execution of this Agreement and Employee’s fulfillment of all of its   terms and conditions, and provided that Employee does not revoke the Agreement under Section 6 below, the Company   agrees as follows:      a. Payment.  The Company agrees to pay Employee a lump sum payment of $81,250, less applicable   withholding, on the sixtieth (60th) day following the Termination Date.  Employee specifically acknowledges and   agrees that the consideration provided to him hereunder fully satisfies any obligation that the Company had to pay   Employee severance, retention payments, wages, or any other compensation for any of the services that Employee   rendered to the Company (including, but not limited to, any payments due under the Management Retention   Agreement), that the amount paid is in excess of any severance, retention payments, wages, or any other   compensation due to Employee (including, but not limited to, any payments due under the Management Retention   Agreement), and that Employee has not earned and is not entitled to receive any additional severance, retention   payments, wages or other form of compensation from the Company (including, but not limited to, any payments   due under the Offer Letter and/or the Management Retention Agreement).  For avoidance of doubt, Employee   specifically agrees and acknowledges that the circumstances of Employee’s termination mean that Employee has   not and will never become eligible to receive any payments under the Management Retention Agreement.      b. General.  Employee acknowledges that without this Agreement, he is otherwise not entitled to the   consideration listed in this Section 1.       2. Equity.  The Parties agree that as of the Termination Date, the Employee will have vested in no portion of his RSUs   or Stock Options, and all of his unvested RSUs and unvested Stock Options shall immediately terminate and be forfeited   as of the Termination Date. The Parties agree that Employee holds no other, and has rights to no other, Company equity   awards.       3. Benefits.  Employee’s health insurance benefits shall cease on the last day of the month in which the Termination   Date occurs, subject to Employee’s right to continue his health insurance under the Consolidated Omnibus Budget   Reconciliation Act of 1985, as amended (“COBRA”) and, as applicable, state insurance laws.  Employee will receive   additional information regarding his right to elect continued coverage under COBRA in a separate communication.    Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock   options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date.      4. Payment of Salary and Receipt of All Benefits.  Employee acknowledges and represents that, other than the   consideration set forth in this Agreement, the Company and its agents have paid or provided all salary, wages, bonuses,   accrued vacation/paid time off, notice periods, premiums, leaves, housing allowances, relocation costs, interest,   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 3 of 10   severance, outplacement costs, fees, reimbursable expenses, commissions, and any and all other benefits and   compensation due to Employee.        5. Release of Claims.  Employee agrees that the foregoing consideration represents settlement in full of all outstanding   obligations owed to Employee by the Company and its current and former officers, directors, employees, agents,   investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees,   divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”).    Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns,   hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute,   prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of   any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of   the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective   Date of this Agreement, including, without limitation:      a. any and all claims relating to or arising from Employee’s employment relationship with the Company and   the termination of that relationship;       b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of   stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary   duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;      c. any and all claims for wrongful discharge of employment; termination in violation of public policy;   discrimination; harassment; retaliation; breach of contract, both express and implied; breach of covenant of good   faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of   emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with   contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence;   personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;      d. any and all claims for violation of any federal, state, or municipal statute, including, but not limited to,   Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the   Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit   Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act;   the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act;   the Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the Uniformed Services Employment and   Reemployment Rights Act; California Fair Employment and Housing Act, as amended, Cal. Gov't Code § 12900   et seq.; Unruh Civil Rights Act, as amended, Cal. Civ. Code § 51; Moore-Brown-Roberti Family Rights Act, as   amended, Cal. Gov't Code § 12945.1 et seq.; and the California Constitution;   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 4 of 10      e. any and all claims for violation of the federal or any state constitution;      f. any and all claims arising out of any other laws and regulations relating to employment or employment   discrimination;      g. any claim for any loss, cost, damage, or expense arising out of any dispute over the nonwithholding or   other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and      h. any and all claims for attorneys’ fees and costs.      Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete   general release as to the matters released.  This release does not release claims that cannot be released as a matter of law,   including, but not limited to, Employee’s right to file a charge with or participate in a charge by the Equal Employment   Opportunity Commission, or any other local, state, or federal administrative body or government agency that is   authorized to enforce or administer laws related to employment, against the Company (with the understanding that any   such filing or participation does not give Employee the right to recover any monetary damages against the Company;   Employee’s release of claims herein bars Employee from recovering such monetary relief from the Company).  This   release does not extend to any right Employee may have to unemployment compensation benefits or workers’   compensation benefits.  Employee represents that he has made no assignment or transfer of any right, claim, complaint,   charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.      6. Acknowledgment of Waiver of Claims under ADEA.  Employee acknowledges that he is waiving and releasing any   rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and   release is knowing and voluntary.  Employee agrees that this waiver and release does not apply to any rights or claims   that may arise under the ADEA after the Effective Date of this Agreement.  Employee acknowledges that the   consideration given for this waiver and release is in addition to anything of value to which Employee was already   entitled.  Employee further acknowledges that he has been advised by this writing that: (a) he should consult with an   attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c)   he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not   be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes   Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor   does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law.  In   the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above,   Employee hereby acknowledges that he has freely and voluntarily chosen to waive the time period allotted for   considering this Agreement.  Employee acknowledges and understands that revocation must be accomplished by a   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 5 of 10   written notification to the undersigned Company representative that is received prior to the Effective Date.  The Parties   agree that changes, whether material or immaterial, do not restart the running of the 21-day period.      7. California Civil Code Section 1542.  Employee acknowledges that he has been advised to consult with legal counsel   and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of   unknown claims, which provides as follows:      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT   KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE   RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS   OR HER SETTLEMENT WITH THE DEBTOR.      Employee, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as   under any other statute or common law principles of similar effect      8. No Pending or Future Lawsuits.  Employee represents that he has no lawsuits, claims, or actions pending in his name,   or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents   that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the   Company or any of the other Releasees.      9. Application for Employment.  Employee understands and agrees that, as a condition of this Agreement, Employee   shall not be entitled to any employment with the Company, and Employee hereby waives any right, or asserted right, of   employment or re-employment with the Company.        10. Trade Secrets and Confidential Information/Company Property.  Employee reaffirms and agrees to observe and abide   by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of   the Company’s trade secrets and confidential and proprietary information, and nonsolicitation of Company employees.    Employee agrees that the above reaffirmation and agreement with the Confidentiality Agreement shall constitute a new   and separately enforceable agreement to abide by the terms of the Confidentiality Agreement, entered and effective as of   the Effective Date.  Employee specifically acknowledges and agrees that any violation of the restrictive covenants in the   Confidentiality Agreement shall constitute a material breach of this Agreement.  Employee’s signature below constitutes   his certification that he has returned all documents and other items provided to Employee by the Company, developed or   obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company,   including, but not limited to, all passwords to any software or other programs or data that Employee used in performing   services for the Company.      DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 6 of 10   11. No Cooperation.  Employee agrees that he will not knowingly encourage, counsel, or assist any attorneys or their   clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any   third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the   ADEA waiver in this Agreement.  Employee agrees both to immediately notify the Company upon receipt of any such   subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other   court order.  If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes,   differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than   that he cannot provide counsel or assistance.      12. Nondisparagement.  Employee agrees to refrain from any disparaging statements about the Company or any of the   other Releasees including, without limitation, the business, products, intellectual property, financial standing, future, or   employment/compensation/benefit practices of the Company.       13. Breach.  In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and   agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging   or seeking a determination in good faith of the validity of the waiver herein under the ADEA, or of any provision of the   Confidentiality Agreement shall entitle the Company to recover and/or cease providing the consideration provided to   Employee under this Agreement and to obtain damages, except as provided by law, provided, however, that the   Company shall not recover One Hundred Dollars ($100.00) of the consideration already paid pursuant to this Agreement   and such amount shall serve as full and complete consideration for the promises and obligations assumed by Employee   under this Agreement and the Confidentiality Agreement.        14. No Admission of Liability.  Employee understands and acknowledges that this Agreement constitutes a   compromise and settlement of any and all actual or potential disputed claims by Employee.  No action taken by the   Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an   admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the   Company of any fault or liability whatsoever to Employee or to any third party.      15. Costs.  The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the   preparation of this Agreement.      16. ARBITRATION.  THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS   OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED,   SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE THE JUDICIAL   ARBITRATION AND MEDIATION SERVICE (“JAMS”) UNDER ITS COMPREHENSIVE ARBITRATION RULES   (“JAMS RULES”) AND CALIFORNIA LAW.  THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER   RELIEF IN SUCH DISPUTES.  THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 7 of 10   IN ACCORDANCE WITH CALIFORNIA LAW, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND   PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY   CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION.  TO THE EXTENT THAT THE JAMS RULES   CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE.  THE DECISION OF   THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE   ARBITRATION.  THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE   ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE   ARBITRATION AWARD.  THE PARTIES TO THE ARBITRATION SHALL EACH PAY HALF THE COSTS AND   EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE   COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD   ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW.  THE   PARTIES AGREE THAT PUNITIVE DAMAGES SHALL BE UNAVAILABLE IN ARBITRATION.  THE PARTIES   HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A   COURT OF LAW BY A JUDGE OR JURY.  NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT   PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL   REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER   OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS INCORPORATED HEREIN   BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS   PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE   PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.      17. Tax Consequences.  The Company makes no representations or warranties with respect to the tax consequences of   the payments and any other consideration provided to Employee or made on his behalf under the terms of this   Agreement.  Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal   taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments   thereon.  Employee further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies,   penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company   for any amounts claimed due on account of (a) Employee’s failure to pay, or Employee’s delayed payment of, federal or   state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.      18. Section 409A.  This Agreement and all payments and benefits hereunder are intended to be exempt from or   otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and   guidance thereunder, and any applicable state law equivalent, as each may be amended or promulgated from time to time   (together, “Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the   additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in that   manner.  In all cases, any severance payments payable to Employee under this Agreement will be paid within the “short-   term deferral” period under Section 409A.  Notwithstanding the foregoing, if and to the extent necessary to avoid   DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 8 of 10   subjecting Employee to an additional tax under Section 409A, payment of all or a portion of the severance payments or   benefits payable under this Agreement and any other separation-related deferred compensation (within the meaning of   Section 409A) payable to Employee will be delayed until the date that is 6 months and 1 day following Employee’s   separation from service (within the meaning of Section 409A).  In no event will the Company reimburse Employee for   any taxes that may be imposed on Employee as a result of Section 409A. Employee and the Company agree to work   together to consider amendments to this Agreement and to take such reasonable actions to avoid imposition of any   additional tax or income recognition under Section 409A prior to actual payment to Employee.  Each payment and   benefit payable under this Agreement is intended to constitute a separate payment for purposes of the Section 409A-   related regulations.       19. Protected Activity Not Prohibited.   Employee understands that nothing in this Agreement shall in any way limit or   prohibit Employee from engaging for a lawful purpose in any Protected Activity.  For purposes of this Agreement,   “Protected Activity” shall mean filing a charge or complaint, or otherwise communicating, cooperating, or participating   with, any state, federal, or other governmental agency, including the Securities and Exchange Commission, the Equal   Employment Opportunity Commission, and the National Labor Relations Board.  Notwithstanding any restrictions set   forth in this Agreement, Employee understands that he is not required to obtain authorization from the Company prior to   disclosing information to, or communicating with, such agencies, nor is Employee obligated to advise the Company as to   any such disclosures or communications.  Notwithstanding, in making any such disclosures or communications,   Employee agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that   may constitute Company confidential information under the Confidentiality Agreement to any parties other than the   relevant government agencies.  Employee further understands that “Protected Activity” does not include the disclosure of   any Company attorney-client privileged communications, and that any such disclosure without the Company’s written   consent shall constitute a material breach of this Agreement.       20. Authority.  The Company represents and warrants that the undersigned has the authority to act on behalf of the   Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement.    Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim   through him to bind them to the terms and conditions of this Agreement.  Each Party warrants and represents that there   are no liens or claims of lien or assignments in law or equity or otherwise of or against any claim or cause of action   released herein.      21. No Representations.  Employee represents that he has had an opportunity to consult with an attorney, and has   carefully read and understands the scope and effect of the provisions of this Agreement.  Employee has not relied upon   any representations or statements made by the Company that are not specifically set forth in this Agreement.      DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 9 of 10   22. Severability.  In the event that any provision or any portion of any provision hereof or any surviving agreement   made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable,   or void, this Agreement shall continue in full force and effect without said provision or portion of provision.      23. Attorneys’ Fees.  Except with regard to a legal action challenging or seeking a determination in good faith of the   validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights   under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of   mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.      24. Entire Agreement.  This Agreement represents the entire agreement and understanding between the Company and   Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the   Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior   agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the   Company, including the Offer Letter and the Management Retention Agreement, with the exception of the   Confidentiality Agreement and the Stock Agreements.       25. No Oral Modification.  This Agreement may only be amended in a writing signed by Employee and the   Company’s Chief Executive Officer.      26. Governing Law.  This Agreement shall be governed by the laws of the State of California, without regard for   choice-of-law provisions.  Employee consents to personal and exclusive jurisdiction and venue in the State of California.      27. Effective Date.  Employee understands that this Agreement shall be null and void if not executed by him within   the twenty-one (21) day period set forth above. Each Party has seven (7) days after that Party signs this Agreement to   revoke it.  This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long   as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).                     [Remainder of page intentionally blank]               DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA    





 







      Page 10 of 10   28. Counterparts.  This Agreement may be executed in counterparts and by facsimile, and each counterpart and   facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the   part of each of the undersigned.      29. Voluntary Execution of Agreement.  Employee understands and agrees that he executed this Agreement   voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full   intent of releasing all of his claims against the Company and any of the other Releasees.        IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.           DAVID SANKARAN, an individual      Dated:  ________________          David Sankaran              ROCKET FUEL INC.      Dated:  _______________ By          E Randolph Wootton III      Chief Executive Officer            DocuSign Envelope ID: 7ABF427E-C08D-4328-9811-8F4DB102A4AA   11/3/2015   11/4/2015